TRANSACT INTERNATIONAL INC
8-K/A, 1998-06-04
INDUSTRIAL TRUCKS, TRACTORS, TRAILORS & STACKERS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                            FORM 8-K -- AMENDMENT #1

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)    June 4, 1998
                                                 -------------------


                           TRANSACT INTERNATIONAL INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


   Connecticut                      0-8422                       06-0732124
- --------------------------------------------------------------------------------
 (State or other                 (Commission                  (I.R.S. Employer
  jurisdiction                   File Number)                Identification No.)
of incorporation)


                  22 Thorndal Circle, Darien, Connecticut 06820
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code           203-656-0777
                                                    ----------------------------


- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

<PAGE>


Item 4.   Changes in Registrant's Certifying Accountants
          ----------------------------------------------

Transact International Inc. (the "Company") dismissed its accountants,  Deloitte
& Touche LLP  ("former  accountants  ") and engaged  Marden,  Harrison & Kreuter
Certified  Public  Accountants P.C. ("new  accountants")  effective May 8, 1998.
This change in  accountants  has been  approved by the audit  committee  and the
Board of Directors.

The former  accountants'  report on the financial  statements of the Company for
the past two years  con-tained an  uncertainty  as to the  Company's  ability to
continue as a going  concern.  However,  the former  accountants'  report on the
financial  statements  of the  Company for the past two years did not contain an
adverse opinion, or disclaimer of opinion or qualification or modification as to
audit scope or  accounting  principles.  During the two most recent fiscal years
and through the date of this  report the Company had no  disagreements  with the
former accountant on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures or any reportable events.

In addition,  during the two most recent fiscal years and subsequent to the last
fiscal year prior to engaging the new  accountants  neither the  registrant  nor
someone on its behalf consulted the newly engaged  accountants  regarding either
the  application  of  accounting  principles to a specified  transaction  either
completed or proposed or the type of audit opinion that might be rendered on the
registrants financial statements.

Item 7.   Financial Statements and Exhibits
          ---------------------------------

Attached is the required letter from our former accountants',  Deloitte & Touche
LLP.

                                   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 thereunto duly authorized.

                                                TRANSACT INTERNATIONAL INC.
                                                ---------------------------
                                                       (Registrant)


Date:  June 4, 1998                                /S/BRUNO S. FRASSETTO
       ------------                             ---------------------------
                                                     Bruno S. Frassetto
                                                         President




Deloitte &
  Touche LLP
- ------------             -------------------------------------------------------
      [LOGO]             Stamford Harbor Park          Telephone: (203) 708-4000
                         333 Ludlow Street             Fascimile: (203) 708-4797
                         P.O. Box 10098
                         Stamford, CT  06904

June 2, 1998

Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C.  20549

Dear Sir/Madams:

We have  read and  agree  with the  comments  in Item 4 of Form 8-K of  Transact
International Inc. dated June 1, 1998.

Yours truly,

/S/DELOITTE & TOUCHE LLP


- ---------------
Deloitte Touche
Tohmatsu
International
- ---------------



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