8-K/A 1 tmtx-julyform.txt AMENDED FORM 8-K, DATED JUNE 26, 2002 ================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 28, 2002 Date of Report (Date of earliest event reported) Temtex Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 0-5940 75-1321869 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) One Lincoln Centre 5400 LBJ Freeway, Suite 1375 Dallas, Texas N/A (Address of principal executive offices) (Zip Code) (972) 726-7175 Registrant's telephone number, including area code N/A (Former name or former address, if changed since last report) =============================================================== Introductory Note ----------------- This Current Report on Form 8-K/A has been filed at the request of the Securities and Exchange Commission to clarify certain disclosures made in the Registrant's Current Report on Form 8-K previously filed on July 5, 2002. Item 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT (a) Information required by item 304(a)(1) of Regulation S-K. (i) On June 28, 2002, Ernst & Young LLP notified the Registrant that it had resigned. (ii) The reports of Ernst & Young LLP on the consolidated financial statements of the Registrant as of August 31, 2000 and August 31, 2001, and for the years then ended, contain no adverse opinion or disclaimer of opinion and were not qualified or modified as to audit scope or accounting principle except that the report contained an explanatory parargraph that raised substantial doubt about the Registrant's ability to continue as a going concern. (iii) N/A (iv) In connection with its audits for the two most recent fiscal years and during the interim period through the date the relationship ended, there have been no disagreements with Ernst & Young LLP on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to make reference thereto in their report on the financial statements for such years. (v) During the two most recent fiscal years and during the interim period through the date the relationship ended, there have been no reportable events (as defined in regulation S-K Item 304(a)(1)(v)). (b) Effective July 1, 2002, Weaver and Tidwell L.L.P. was approved by the Registrant's Board of Directors as the new independent accountants. Management has not previously consulted with Weaver and Tidwell L.L.P. concerning any accounting, auditing, or reporting matter. (c) The Registrant has requested that Ernst & Young LLP provide it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated July 9, 2002, is filed as Exhibit 16 to this Form 8-K. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not Applicable. (b) Not Applicable. (c) Exhibits. Exhibit Description ----------- --------------------------------------------- 16 Letter, dated July 9, 2002, from Ernst & Young LLP (filed herewith). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 10, 2002 TEMTEX INDUSTRIES, INC. By: /s/ LEE DELOZIER --------------------------- Lee Delozier (Principal Financial and Accounting Officer) INDEX TO EXHIBITS Exhibit Description ----------- --------------------------------------------- 16 Letter, dated July 9, 2002, from Ernst & Young LLP (filed herewith).