UNIDIGITAL INC
8-K, 2000-07-27
SERVICE INDUSTRIES FOR THE PRINTING TRADE
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                       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) July 21, 2000
                                                          -------------


                                 Unidigital Inc.
                                 ---------------
               (Exact Name of Registrant as Specified in Charter)


Delaware                             1-14126                    13-3856672
-------------------------------------------------------------------------------
(State or Other Jurisdiction   (Commission File Number)      (IRS Employer
    of Incorporation)                                       Identification No.)


Pier 40, W. Houston Street @ Hudson River, New York, New York            10014
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)


                                 (212) 989-3338
                  ----------------------------------------------
                         (Registrant's telephone number,
                              including area code)


       ---------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>

     ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     (a) Previous Independent  Accountants.  On July 21, 2000, Ernst & Young LLP
("E&Y") notified Unidigital Inc. (the "Company") that they were resigning as the
Company's  independent  certified  public  accountants  effective as of July 21,
2000.  The report of E&Y on the Company's  financial  statements for each of the
two years in the period  ended August 31, 1999  contained no adverse  opinion or
disclaimer of opinion and was not modified or qualified as to uncertainty, audit
scope, or accounting  principles.  In connection with its audits for each of the
two years in the period  ended  August 31,  1999 and  thereafter,  there were no
disagreements  with E&Y on any matters of  accounting  principles  or practices,
financial  statement  disclosure,   or  auditing  scope  and  procedure,   which
disagreements if not resolved to the satisfaction of E&Y, would have caused them
to make  reference  thereto in their reports on the financial  statements of the
Company for such years.  The Company has requested  that E&Y furnish the Company
with a letter  addressed  to the  Securities  and  Exchange  Commission  stating
whether E&Y agrees with the above statements.  A copy of that letter, dated July
21, 2000, is attached as Exhibit 16 to this Form 8-K.

     (b) New  Independent  Accountants.  The Company's  Board of Directors  will
select a successor  independent  certified public accounting firm once they meet
and review the qualifications of potential applicants.

     Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (a)  Financial Information of Businesses Acquired.

          Not applicable.

     (b)  Pro Forma Financial Information.

          Not applicable.

     (c)  Exhibits.

          Exhibit No.                           Description of Exhibit
          -----------                           ----------------------

          16                                    Letter re: Change in Certifying
                                                Accountants.



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<PAGE>


                                   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.

                                          Unidigital Inc.


                                          By: /s/William E. Dye
                                              ----------------------------
                                              William E. Dye
                                              Chief Executive Officer
                                              (Principal Executive Officer)


Date: July 27, 2000











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