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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 26, 1997
CARIBBEAN CIGAR COMPANY
(Exact name of Registrant as specified in its Charter)
Florida 0-21081 65-0613303
(State or other juris- (Commission (IRS Employer
diction of incorporation) File no.) Identification No.)
8305 NW 27th Street, Suite 111, Miami, Florida 33122
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (305) 267-3911
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
By letter dated December 17, 1997, Grant Thornton LLP ("GT") informed
Caribbean Cigar Company (the "Registrant") that it would not stand for
re-election as the Registrant's firm of independent certified public
accountants.
There has been no disagreement between the Registrant and GT nor,
except as set forth below, has there occurred any "reportable event" under Item
304 of Regulation S-K.
(a)(1) GT was the principal accountant (the "former accountant") for
the Registrant's annual report on form 10-K for its fiscal year ended March 31,
1997, and:
(i) on December 17, 1997 GT indicated that it would not stand
for re-election as Registrant's principal accountant for the fiscal
year ending March 31, 1998;
(ii) no report of GT for either of the past two years
contained an adverse opinion or a disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope, or accounting
principles;
(iii) Registrant's decision to seek a new auditor has been
approved by its Board of Directors;
(iv) During the Registrant's two most recent fiscal years
and subsequent interim period through December 17, 1997, there were
no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreement(s), if not resolved
to the satisfaction of GT, would have caused it to make reference to
the subject matter of the disagreement(s) in connection with its
report (all within the meaning of Item 304(a)(1)(iv) of Regulation
S-K. GT was not retained to report on the financial statements of the
Registrant for the period from April 1, 1997 through December 17, 1997.
(v) Except as described below, no "reportable event" as
defined in clauses (A) through (D) if Item 304(a)(1)(v) has occurred
within the Registrant's two most recent, fiscal years, or in any
subsequent interim period.
GT's letter dated June 6, 1997 (Re: Reportable Conditions and Other
Advisory Comments) noted certain internal control and structure mattters that
the former accountant considered reportable conditions under standards
established by the American Institute of Certified Public Accountants. GT's
letter dated June 6, 1997 expressly states that no disagreement had occurred.
Following receipt of GT's letter dated June 6, 1997, the Board of
Directors reviewed the letter, and authorized and directed the Registrant's
Chief Financial Officer to implement appropriate revised controls and other
policies responsive to the comments set forth in the letter. Registrant
believes the comments were constructive and that revised policies and procedures
substantially implement the comments.
The Registrant has not as yet retained a new firm of independent
certified public accountants, but expects to do so in the immediately
foreseeable future. Promptly following the retention of such new independent
accountants, the Registrant shall make the disclosure required by Item 304(a)(2)
of
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Regulation S-K, including, without limitation, any letter addressed to the
Commission by such new independent accountant responsive to Item 304(a)(2).
While no disagreement arose under the former accountant's letters, the
Registrant will make available to the new independent accountants the former
accountant's comment letter, and will authorize and direct the former and new
accountants to freely share all relevant information arising from the prior
audits.
(3) The Registrant has provided GT with a copy of this disclosure under
Item 304(a)(1), and Exhibit 16.2 attached hereto contains the text of GT's
letter addressed to the Securities and Exchange Commission responsive to Item
304(a)(3) of Regulation S-K.
ITEM 5. OTHER EVENTS: ELECTION OF DIRECTORS
On November 25, 1997, Edward C. Williams, the chief financial officer
of the Registrant, was elected as a director of the Registrant.
On December 22, 1997, Stephen Wertheimer was elected as a director of
the Registrant.
ITEM 6. RESIGNATIONS OF DIRECTORS
On November 26, 1997, Alfred J. Berger, Jr. resigned as an executive
officer of, and on December 5, 1997 resigned as a Director of the Registrant.
Also, on November 26, 1997, Lawrence D. Frutkin resigned as an
executive officer of the Registrant. Neither Mr. Berger nor Mr. Frutkin had any
disagreements with the Registrant prior to their resignations as directors and
executive officer of the Registrant, respectively.
EXHIBIT INDEX
TO FORM 8-K
Description of
Exhibit Exhibit
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16.1 Letter, dated December 17, 1997, from Grant Thornton LLP, to
the Registrant.
16.2 Letter, dated January 21, 1998, from Grant Thornton LLP, to
the Securities and Exchange Commission.
16.3 Letter from Grant Thornton LLP, dated January 27, 1998.
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SIGNATURE
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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.
CARIBBEAN CIGAR COMPANY
/s/ Edward C. Williams
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Edward C. Williams
Chief Financial Officer
Date: January 21, 1998
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[GRANT THORNTON LETTERHEAD]
December 17, 1997
Mr. Edward Williams, Chief Financial Officer
Caribbean Cigar Company, Inc.
6265 S.W. Eight Street
Miami, Florida 33144
Dear Mr. Williams:
This letter is to inform you that Grant Thornton LLP will not stand for
re-election as the auditors of Caribbean Cigar Company, Inc. (Commission File
No. 0-21081) for the fiscal year ended March 31, 1998.
Very truly yours,
/s/ GRANT THORNTON LLP
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Grant Thornton LLP
JSBlumin/ph
CC: Office of the SEC Chief Accountant
SECP5 Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
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[GRANT THORNTON LETTERHEAD]
January 21, 1998
Securities and Exchange Commission
Washington, DC 20549
RE: Caribbean Cigar Company
File No. 0-21081
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Caribbean Cigar Company dated January 21,
1998, and agree with the statements contained therein.
Very truly yours,
/s/ GRANT THORNTON LLP
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GRANT THORNTON LLP
JSBlumin
Partner
JSB:ps
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[GRANT THORNTON LETTERHEAD]
January 27, 1998
Securities and Exchange Commission
Washington, DC 20549
RE: Caribbean Cigar Company
File No. 0-21081
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Caribbean Cigar Company dated January 8,
1998, and agree with the statements contained therein.
Very truly yours,
/s/ GRANT THORNTON LLP
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GRANT THORNTON LLP
JSBlumin
Partner
JSB:ps
