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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): 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.
The Registrant disclaims the existence of any disagreement with GT or,
except as set forth below, the occurrence of any "reportable event" under Item
304 of Regulation S-K, and expects GT to so confirm in writing.
(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
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. The former accountant was not retained to report
on financial statements for the subsequent interim, first two quarters
preceding such resignation. As no such disagreement(s) arose, no
disclosure under clauses (A), (B) or (C) of Item 304(a)(1)(iv)
describing such a disagreement is required.
(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, and Registrant expects the former accountant to confirm that no
disagreement arose.
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 shall promptly amend this report by adding 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.
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.
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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 8, 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
