UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(b) of the Securities Exchange Act of 1934
Date of Report: August 16, 1996
NUKO INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation)
2-31438 16-0962874
(Commission File No.) (I.R.S. Employer Identification No.)
2235 Qume Drive
San Jose, CA 95131
(Address of principal executive offices)
(408) 526-0288
(Registrant's telephone number, including area code)
The undersigned Registrant hereby amends Item 4. Change In Registrant's
Certifying Accountant on its current report on Form 8-K dated August 2, 1996 as
originally filed, with respect to the dismissal of Grant Thornton as its
principal independent accountant.
<PAGE>
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) DISMISSAL OF INDEPENDENT ACCOUNTANT. On July 22, 1996, the
Registrant's Board of Directors, upon recommendation of its Audit Committee,
dismissed Grant Thornton LLP ("Grant Thornton") as the Registrant's principal
independent accountant engaged to audit the Registrant's financial statements.
The independent auditor's report of Grant Thornton on the consolidated
financial statements of the Registrant for the eight months ended December 31,
1995, and for the years ended April 30, 1994 and 1995, included in the Form 10-K
for December 31, 1995, contained no adverse opinion or disclaimer of opinion and
was not qualified as to uncertainty, audit scope or accounting principal.
In connection with the Registrant's audit for the eight months ended
December 31, 1995, and for the fiscal years ended April 30, 1994 and 1995, and
in the subsequent interim period prior to Grant Thornton's dismissal on July 22,
1996, (i) there were no disagreements with Grant Thornton on any matter of
accounting principals or practices, financial statement disclosure, or auditing
scope or procedure which disagreements, if not resolved to the satisfaction of
Grant Thornton, would have caused Grant Thornton to make reference to the
subject matter of the disagreement in connection with their report; and (ii) the
matters stated in item 304 (a) (iv) (B) of Regulation S-B where applicable.
The Registrant has requested Grant Thornton to furnish the Registrant
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statement made by the Registrant above, and if not,
to state the respects in which it does not agree. The Registrant shall provide
Grant Thornton with a copy of this Form 8-K no later than on the day this Form
8-K is filed with the Securities and Exchange Commission. As Grant Thornton is
unavailable to supply the letter described above at the time of filing this 8-K,
the Registrant will request Grant Thornton to provide the letter as promptly as
possible so that the Registrant can file the letter with the SEC within ten (10)
business days after the filing of this Form 8-K.
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.
NUKO INFORMATION SYSTEMS, INC.
Date: August 1, 1996 By: John H. Gorman
Name: John H. Gorman
Title: Vice President Finance and Chief
Financial Officer
(Chief Accounting and Financial Officer)
<PAGE>
Subsequent to the date that the Registrant originally reported the dismissal of
Grant Thornton on a Form 8-K, Grant Thornton notified the Registrant that it
believed that Registrant did not have a comprehensive system of internal control
in place and that the Registrant was notified of this on April 10, 1996. Grant
Thornton has notified the Registrant that it believes that this consituted a
reportable condition and Registrant agreed to amend this report. Subsequent to
April 10, 1996, the Registrant hired a Chief Financial Officer and expanded its
staff to strengthen its internal controls and a letter from Grant Thornton is
included as an Exhibit to this report.
(b) EXHIBITS: The following additional exhibits to this report are furnished
with this amendment:
1. Registrant's response to Certifying Accountant's
Advice
2. Certifying Accountant's response to Registrant's
<PAGE>
EXHIBIT 1
REGISTRANT'S RESPONSE TO CERTIFYING ACCOUNTANT'S ADVICE
Subsequent to notification by the Registrant Certifying Accountant, Registrant
has hired a Chief Financial Officer and expanded its staff resulting in
strengthened Registrant's internal controls. The Registrant believes the
situation which resulted in notification that a comprehensive system of internal
controls was not in place, has been eliminated.
<PAGE>
EXHIBIT 2
CERTIFYING ACCOUNTANT'S RESPONSE TO REGISTRANT'S RESPONSE
August 16, 1996
Securities and Exchange Commission
Washington, DC 20549
RE: NUKO Information Systems, Inc.
File No. 2-31438
Dear Sir or Madam:
We have read Item 4 of the Form 8-K/A of NUKO Information Systems, Inc. dated
August 16, 1996 and agree with the statements contained therein.
Very truly yours,
/s/ Grant Thornton LLP
