SARATOGA HOLDINGS I INC
8-K/A, 2000-09-26
BLANK CHECKS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                   FORM 8-K/A

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 23, 2000


                            SARATOGA HOLDINGS I, INC.
             (Exact name of registrant as specified in its charter)

                                      TEXAS

                 (State or other jurisdiction of incorporation)

       333-68213                                            74-2896910
(Comission File Number)                        (IRS Employer Identification No.)

                                   -------------

                         301 Congress Avenue, Suite 1550
                               Austin, Texas 78701
           (Address of principal executive office, including zip code)

                                 (512) 478-5717
              (Registrant's telephone number, including area code)

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<PAGE>


ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

         The Board of Directors of Saratoga Holdings, I, Inc.  (the  "Company")
decided that the Company will select a regional accounting firm as the Company's
principal independent  accountant to audit the Company's  consolidated financial
statements   for  the  1999  fiscal  year;   and  thus,  the  Company  will  not
re-appointment Ernst & Young LLP ("E&Y") as the Company's principal  independent
account.

         The reports of E&Y on any of the Company's financial statements for the
past two fiscal  years did not  contain an adverse  opinion or a  disclaimer  of
opinion and were not qualified or modified as to  uncertainty,  audit scope,  or
accounting principles.1

         In connection with any audits of the Company's financial statements for
each of the two fiscal years ended  December 31, 1997 and December 31, 1998, and
in any subsequent  interim period,  there were no disagreements  with E&Y on any
matters of accounting  principles or practices,  financial statement disclosure,
or auditing scope and procedures  which, if not resolved to the  satisfaction of
E&Y would have caused E&Y to make reference to the matter in their report.  None
of the reportable  events listed in Item 304(a)(1)(v) of Regulation S-K occurred
with respect to the Company and E&Y.

         Pursuant to Item 4(a) of Form 8-K and Item 304(a)(3) of Regulation S-K,
the Company has provided E&Y with a copy of this Form 8-K and has  requested E&Y
to  furnish  the  Company a letter  addressed  to the  Securities  and  Exchange
Commission  stating whether it agrees with the above  statements and, if not, to
state the respects in which E&Y does not agree with such statements.


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1 On March  29,  1999,  the  Board of  Directors  of the  Company's  Predecessor
determined not to engage Hein and Associates to audit its consolidated financial
statements as of and for the year ended  December 31, 1998 and instead  selected
E&Y to  provide  this  service.  Thus,  E&Y did  not  become  the  Predecessor's
independent  accountant to audit consolidated  financial  statements until March
29, 1999.


<PAGE>




                                    SIGNATURE

         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.

                                   SARATOGA HOLDINGS I, INC.
                                   (Registrant)







Date:  September 26, 2000          By:  /s/ Thomas F. Cooke
                                        ----------------------------------------
                                        Thomas F. Cooke, Chief Executive Officer





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