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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 27, 1998
TEARDROP GOLF COMPANY
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(Exact name of Registrant as specified in its Charter)
DELAWARE 0-29014 52-105660
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification Number)
1080 LOUSONS ROAD, UNION, NEW JERSEY 07083
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(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code: (908) 688-4445
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NOT APPLICABLE
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(Former name and former address, as changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Rothstein, Kass & Company, P.C. ("Rothstein Kass") were the predecessor
principal accountants for TearDrop Golf Company (the "Company"). The Company has
decided to dismiss Rothstein Kass as auditors of the Company. The "Effective
Date of Dismissal" is considered to have been February 27, 1998.
Rothstein Kass's report on the Company's financial statements as of
December 31, 1995 was initially qualified as to uncertainty regarding the
Company's ability to continue as a going concern. In reissuing such report in
connection with the December 31, 1996 audit, the qualification was removed and
the report contained no adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting principles.
The decision to change accountants was ratified by the Audit Committee
of the Company's Board of Directors.
During the two most recent fiscal years prior to the Effective Date of
Dismissal and all subsequent interim periods preceding the date hereof, there
were no disagreements between the Company and Rothstein Kass 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
Rothstein Kass, would have caused Rothstein Kass to make reference to the
subject matter of disagreement in connection with Rothstein Kass's reports.
Rothstein Kass has furnished the Company with a letter addressed to the
Securities and Exchange Commission (the "Commission") stating that Rothstein
Kass agrees with the statements made by the Company in paragraphs 1, 2, 4 and 5
of this Item 4(a). A copy of the letter from Rothstein Kass to the Commission is
filed as Exhibit 16 hereto.
(b) Effective February 27, 1998 (the "Effective Date of Engagement"), the
Company engaged Ernst & Young LLP ("E&Y") as its principal accountants.
During the two most recent fiscal years prior to the Effective Date of
Engagement and all subsequent interim periods preceding the date hereof, the
Company has not consulted E&Y regarding any matters or events as set forth in
Item 304(a)(2) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits. Letter from Rothstein, Kass & Company, P.C. to the Commission
dated March 2, 1998 has been filed as Exhibit 16 to this Current Report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
TEARDROP GOLF COMPANY
Dated: March 3, 1998 By: /s/ Rudy A. Slucker
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Name: Rudy A. Slucker
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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16 Letter from Rothstein, Kass & Company, P.C. to the
Commission dated March 2, 1998
=================================[LETTERHEAD OF ROTHSTEIN, KASS & COMPANY, P.C.]
March 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by TearDrop Golf Company (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report for the month of March, 1998. We agree
with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ROTHSTEIN, KASS & COMPANY, P.C.
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Rothstein, Kass & Company, P.C.
