-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NZ+yLWPBCuJ/sSEH2Ut8AeD9paNU64x1a87JEwxwZ3qThBWcwSEjOHK4EJKoHyFK Et9camamW2yRJttXbVfWYQ== 0001047469-98-016919.txt : 19980430 0001047469-98-016919.hdr.sgml : 19980430 ACCESSION NUMBER: 0001047469-98-016919 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980416 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980429 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINEMASTAR LUXURY THEATERS INC CENTRAL INDEX KEY: 0000931085 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 330451054 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25252 FILM NUMBER: 98603818 BUSINESS ADDRESS: STREET 1: 431 COLLEGE BLVD CITY: OCEANSIDE STATE: CA ZIP: 92057-5435 BUSINESS PHONE: 6196302011 MAIL ADDRESS: STREET 1: 431 COLLEGE BLVD CITY: OCEANSIDE STATE: CA ZIP: 92057-5435 FORMER COMPANY: FORMER CONFORMED NAME: NICKELODEON THEATER CO INC DATE OF NAME CHANGE: 19941128 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 16, 1998 -------------- CINEMASTAR LUXURY THEATERS, INC. ------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) CALIFORNIA 0-25252 33-0451054 ----------------------------- -------------- -------------------- (State or Other Jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No. 431 COLLEGE BOULEVARD, OCEANSIDE, CALIFORNIA 92057-5435 ------------------------------------------------------- (Address of Principal Executive Offices, including Zip Code) Registrant's telephone number, including area code (760) 630-2011 -------------- ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) Previous independent accountants. (i) On April 16, 1998, CinemaStar Luxury Theaters, Inc. dismissed BDO Seidman, LLP as its independent accountants. (ii) The reports of BDO Seidman, LLP on the financial statements for the past two fiscal years contain no adverse opinion or disclaimer of opinion and such reports were not qualified or modified as to uncertainty, audit scope or accounting principles, with the exception of a report modification covering the financial statements as of and for the year ended March 31, 1997, regarding the uncertainty as to the ability of the Company to continue as a going concern. (iii) The Registrant's Audit Committee participated in and approved the decision to change independent accountants. (iv) In connection with the audits for the two most recent fiscal years and through April 16, 1998, there have been no disagreements with BDO Seidman, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BDO Seidman, LLP would have caused them to make reference thereto in their report on the financial statements for such years. (v) During the two most recent fiscal years and through April 16, 1998, there have been no reportable events as defined in Regulation S-K Item 304(a)(1)(v), except that BDO Seidman, LLP advised the Company about material weaknesses with respect to the Company's internal controls and segregation of duties. (vi) The Registrant has requested that BDO Seidman, LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated April 28, 1998, is filed as Exhibit 16 of this Form 8-K. (b) New independent accountants. (i) The Registrant engaged Arthur Andersen LLP as its new independent accountants as of April 16, 1998. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 16 Letter of BDO Seidman, LLP dated April 28, 1998 regarding the disclosure contained in Item 4(a) of this report on Form 8-K. 2 SIGNATURES 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. CINEMASTAR LUXURY THEATERS, INC. Dated: April 28, 1998 By: /s/ Norman Dowling ----------------------------------- Norman Dowling Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit # Item - ----------------- ------------------------------------------------- 16 Letter of BDO Seidman, LLP EX-16 2 EXHIBIT 16 EXHIBIT 16 April 28, 1998 Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 Gentlemen: We have been furnished with a copy of the response to Item 4 of Form 8-K for the event that occurred on April 16, 1998, to be filed by our former client, CinemaStar Luxury Theaters, Inc. We agree with the statements contained in paragraphs (a)(i), (a)(ii), (a)(iv), (a)(v) and (a)(vi) made in response to that Item insofar as they relate to our Firm. Very truly yours, /s/ BDO Seidman, LLP -----END PRIVACY-ENHANCED MESSAGE-----