BRISTOL RETAIL SOLUTIONS INC
8-K, 1997-10-07
PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES
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<PAGE>   1

                       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) October 6, 1997
(September 30, 1997)


                         BRISTOL RETAIL SOLUTIONS, INC.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                      0-21633                  58-2235556
- ----------------------------         -------------           ------------------
(State or other jurisdiction          (Commission             (I.R.S. Employer
    of incorporation)                 File Number)           Identification No.)


5000 Birch Street, Suite 205, Newport Beach, California             92660
- -------------------------------------------------------      ------------------
      (Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code: (714) 475-0800


                                 Not Applicable
- -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>   2

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         (a)(1)   Bristol Retail Solutions, Inc. ("Bristol") has dismissed
                  its former principal accountants, Ernst & Young LLP, and
                  appointed the accounting firm of Deloitte & Touche LLP as its
                  principal accountants. The change was made effective September
                  30, 1997. Bristol's Board of Directors approved the dismissal
                  of Ernst & Young LLP and the selection of Deloitte Touche LLP
                  as the new principal accountants.

         (a)(2)   During the period from inception (April 3, 1996) to
                  December 31, 1996 and each subsequent interim period preceding
                  September 30, 1997, there were no disagreements with Ernst &
                  Young 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 Ernst & Young LLP, would have caused it to
                  make reference to the subject matter of the disagreements in
                  connection with its report.

                  The Ernst & Young LLP report on the financial statements of
                  Bristol for the period from inception (April 3, 1996) to
                  December 31, 1996 contained no adverse opinion or disclaimer
                  of opinion, nor was either qualified or modified as to
                  uncertainty, audit scope, or accounting principles.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a)      Not applicable.

         (b)      Not applicable.

         (c)      Exhibits. The following exhibits are filed as part of this 
                  report:


                  Exhibit
                  Number         Description
                  ------         -----------

                   16.1          Letter from Ernst & Young LLP on changes in 
                                 certifying accountant


                                       2

<PAGE>   3

                                    SIGNATURE

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                                  BRISTOL RETAIL SOLUTIONS, INC.
                                                  (Registrant)


Date:  October 6, 1997                            By: /s/ ROGER MONACO
                                                      --------------------------
                                                      Roger Monaco, Senior Vice 
                                                      President and Chief 
                                                      Financial Officer


                                       3


<PAGE>   1
                                                                    EXHIBIT 16.1


ERNST & YOUNG LLP         Suite 800                         Phone:  714 794 2300
                          18400 Von Karman Avenue
                          Irvine, California 92612-1551


October 3, 1997



Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Gentlemen:

We have read Item 4 of Form 8-K dated October 3, 1997 of Bristol Retail
Solutions, Inc. and are in agreement with the statements contained in the first,
second and third paragraphs on page 2 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.


                                               Very truly yours,

                                               /s/ ERNST & YOUNG LLP
                                               -----------------------------
                                                   Ernst & Young LLP



       Ernst & Young LLP is a member of Ernst & Young International, Ltd.



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