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DRAFT: 2/18/99
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 ervent reported) February 15, 1999
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Fix-Corp International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-23369 31-1783774
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No)
of incorporation)
3637 South Green Road, Suite 201 Beachwood, Ohio 44122
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 292-3182
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(Former name or former address, if changed since last report.)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On February 17, 1999 Fix-Corp International, Inc. (the "Company') filed
a voluntary petition for protection from creditors under Chapter 11 of Title
11 of the U.S. Bankruptcy Code in the Southern District of Ohio, Eastern
Division. Under chapter 11, the Company will continue to operate, while
seeking to restructure and obtain approval of a plan of reorganization. A
judgment was entered in the Supreme Court for New York County in connection
with an arbitration proceeding. The proceeding initiated by Chatham Partner,
Inc. involved a contract dispute. The judgment was domesticated in Ohio. The
Company has filed an appeal of the judgment in the First Appellate Division
of Supreme Court in New York County. The filing was necessitated by a
decision of the Court of Common Pleas of Cuyahoga County, Ohio to partially
vacate an order and allow collection of an approximately $4.2 judgment.
The filing seeks Chapter 11 protection only for the Company and does not
presently include its operating subsidiaries. The subsidiaries, including
Fixcor Industries, Inc., Pallet Technology, Inc., Poly Style Industries, Inc.
and Fixcor Recovery Systems, Inc., are expected to continue to operate in the
normal course of business.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
In accordance with Item 304 of Regulation S-K, the following
information pertains to a change in the Company's independent accountants:
(a) Effective February 15, 1999, the Company was advised in writing by
Arthur Andersen LLP, which had been engaged in December, 1998 as
the Company's independent accountants for audit of the Company's
fiscal 1998 financial statements, that Arthur Andersen LLP has
resigned from such engagement. Such resignation was effected prior
to the undertaking of substantive services by Arthur Andersen LLP
under the engagement, and there have been no disagreements with
Arthur Andersen LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure or any reportable events. No reason for the resignation
was set forth in the letter; however, Arthur Andersen LLP has
related orally to the Company that their engagement has been
secured in large part by reason of their relationship with the
Company's former Chief Financial Officer, a former partner of
Arthur Andersen LLP, and that such Financial Officer's departure
from the Company caused Arthur Andersen LLP to reconsider its
interest in serving as the Company's independent accountants.
(b) On February 16, 1999, the Company appointed Harmon & Company, CPA,
Inc. as its independent accountants, which appointment was
approved by the Company's Board of Directors.
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Harmon & Company, CPA, Inc. previously had served as the Company's
independent accountants prior to the engagement of Arthur Andersen
LLP.
(c) The Company has provided Arthur Andersen LLP with a copy of this
disclosure and has requested that Arthur Andersen LLP furnish a letter
addressed to the SEC stating whether it agrees with the above
statements. (A copy of Arthur Andersen LLP's letter to the SEC, dated
February 22, 1999, is filed as an Exhibit to this Form 8-K.
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Item 7. Exhibits
16. Letter to Securities and Exchange Commission from Arthur Andersen
LLP dated February 22, 1999.
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.
Fix-Corp International, Inc.
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(Registrant)
February 22, 1999 By: Mark Fixler
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Mark Fixler
Chief Executive Officer
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[LETTERHEAD OF ARTHUR ANDERSEN LLP]
February 22, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington D.C. 20549
RE: Fix-Corp International, Inc.
Ladies and Gentlemen:
We have read Item 4(a) included in the attached Form 8-K dated February 22,
1999 of Fix-Corp International, Inc. to be filed with the Securities and
Exchange Commission and are in agreement with the statements contained
therein.
Very truly yours,
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
