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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 16, 1998
JANUS AMERICAN GROUP, INC.
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(Exact name of Registrant as specified in Charter)
DELAWARE 0-22745 13-2572712
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2300 Corporate Blvd., N.W., Suite 232, Boca Raton, FL 33431-8596
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(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code: (561) 994-4800
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(Former name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On April 16, 1998, Janus American Group, Inc. (the "Company") dismissed
independent accountant J.H. Cohn LLP (the "Former Accountants"), who was engaged
as the principal accountant to audit the Company's financial statements. The
Former Accountants' report on the Company's financial statements for the years
ended December 31, 1996 and December 31, 1997 did not contain an adverse opinion
or a disclaimer of opinion, nor was the Former Accountants' opinion qualified or
modified as to uncertainty, audit scope, or accounting principles. During the
Company's two most recent fiscal years and up to the date of dismissal, there
were no disagreements between the Company and Former Accountants on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
(b) Also on April 16, 1998, the Company engaged a new independent
accountant, Grant Thornton, LLP (the "New Accountants"), to audit the Company's
financial statements. The decision to change accounting firms was made by the
Board of Directors based upon the recommendation of the Audit Committee.
(c) The New Accountants were not consulted by the Company as to the
application of accounting principles to a specific completed or contemplated
transaction or the type of audit opinion that might be rendered on the Company's
financial statements during the last two fiscal years.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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16 Former Accountant's Letter
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.
JANUS AMERICAN GROUP, INC.
(Registrant)
By: /s/ JAMES E. BISHOP
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Name: James E. Bishop
Title: President
Dated: April 21, 1998
Exhibit 16
April 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Janus American Group, Inc. (File No. 0-22745)
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Gentlemen:
We were previously the principal accountants for Janus American Group, Inc.
(the "Company") and on February 20, 1998 we reported on the consolidated
financial statements of the Company as of December 31, 1997 and 1996 and for the
years then ended. On April 16, 1998 we were informed that we were dismissed as
the principal accountants for the Company. We have read the Company's statements
included pursuant to Item 4 in its Form 8-K Current Report dated April 16, 1998.
At the request of the Company, we hereby state that we agree with the statements
included in Item 4(a) that relate to our firm.
Very truly yours,
/s/ J.H. COHN LLP
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J.H. Cohn LLP
