UNITED STATES
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 event reported) July 17, 1997
Pages, Inc.
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Commission File Number 0-107475
Incorporated - Delaware IRS Identification Number 34-1297143
801 94th Avenue North, St. Petersburg, Florida 33702
Registrant's telephone number, including area code (813) 578-3300
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountants
(i) On July 17, 1997, Pages, Inc. (the "Registrant") dismissed Deloitte &
Touche LLP as its principal independent accountant.
(ii) The reports of Deloitte & Touche LLP on the financial statements for the
past two fiscal years contained no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty or audit scope. The
report dated March 21, 1997 of Deloitte & Touche LLP on the 1996 and 1995
financial statements expressed an unqualified opinion and included an
explanatory paragraph for a change in accounting principle.
(iii)The Registrant's Audit Committee participated in and approved the
decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years and
through July 17, 1997, there have been no disagreements with Deloitte &
Touche LLP 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 Deloitte & Touche LLP would have caused
them to make reference thereto in their report on the financial statements
for such years.
(v) During the two most recent fiscal years and through July 17, 1997, there
have been no reportable events (as defined in Regulation S-K Item
304(a)(i)(v)) by Deloitte & Touche LLP.
(vi) The Registrant has requested that Deloitte & Touche LLP furnish it with a
letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letters, dated July 17, 1997, are filed as
Exhibit 16(a) and 16(b) to this Form 8-K.
(b) New Independent Accountants
At this time Pages, Inc. has not engaged new independent accountants, but
is beginning the process of interviews and choosing its new independent
accountants.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial information
Not applicable.
(c) Exhibits
16(a)Letter to Deloitte & Touche LLP dated July 17, 1997, requesting
that they read this Form 8-K and inform the SEC of their agreement or
lack of agreement with the statements made on this Form 8-K.
16(b)Letter from Deloitte & Touche LLP to the SEC regarding their
agreement with the statements made in Form 8-K will be filed when
received.
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Signatures
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Pages, Inc.
Date: July 17, 1997 By: /s/ Steven L. Canan
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Steven L. Canan, CFO
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EXHIBIT 16(a)
July 17, 1997
Mike Pacetti
Deloitte & Touche LLP
Suite 1200
201 East Kennedy Boulevard
Tampa, FL 33602-5821
Dear Mr. Pacetti:
Attached is a copy of the PAGES, Inc. SEC Form 8-K filed in reference to our
change in independent accountants. Please review the statements contained in
4(a). Please furnish PAGES, Inc. with a letter addressed to the SEC stating
whether or not you agree with the statements.
Thank you on behalf of PAGES, Inc.
Sincerely,
/s/ Steven L. Canan
Steven L. Canan
Chief Financial Officer
PAGES, Inc.
SLS/lg
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EXHIBIT 16(b)
July 21, 1997
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the contents in Item 4(a) numbers (i), (ii), (iv),
and (v) of Form 8-K of Pages, Inc. dated July 17, 1997. We have no comment
regarding Items 4(a)(iii), 4(a)(vi) and 4(b).
Yours truly,
Deloitte & Touche LLP
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