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 23, 1997
VSI HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Georgia 1-12942 22-2135522
(State or other jurisdic- (Commission File (I.R.S. Employer
tion of organization) Number) Identification No.)
4900 Highlands Parkway
Smyrna, Georgia 30082
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (770) 432-0636
Item 1. Changes in Control of Registrant.
None.
Item 2. Acquisition or Disposition of Assets.
None.
Item 3. Bankruptcy or Receivership.
None.
Item 4. Changes in Registrant's Certifying Accountant.
Dismissal of Registrant's Former Accountants
The registrant's former independent accountants,
Deloitte & Touche LLP, with principal offices located at
100 Peachtree Street, Suite 1700, Atlanta, Georgia
30303, were dismissed on July 22, 1997 as approved by
the registrant's Board of Directors.
Their Independent Auditors' Report (the "Report") issued
by Deloitte & Touche LLP on December 16, 1996 auditing
the registrant's Consolidated Balance Sheets and related
Financial Statements for the years ended September 30,
1996 and 1995 expressed an uncertainty regarding the
registrant's ability to continue as a going concern.
Management's plans regarding those matters were
expressed in the Notes to Consolidated Financial
Statements and the Report was prepared on a going
concern basis.
There were no disagreements with the registrant's former
accountants. Specifically, the former accountants had
not advised the registrant that:
a. internal controls were unreliable,
b. the former accountants could not rely on
management's representations,
c. the former accountants needed to expand the scope
of its audit, and that any information had come to
the former accountants' attention that it had
concluded materially impacts the fairness or
reliability of either (i) a previously issued Audit
Report on the underlying financial statements or
(ii) subsequent reports to be issued had not the
former accountants been dismissed.
The registrant's decision to replace its former
accountants was based solely on considerations of
cost containment and logistics.
-2-
Engagement of New Independent Accountants
Plante & Moran, LLP, with principal offices located at
350 South Main Street, Suite 200, Ann Arbor, Michigan
48104, were engaged on July 22, 1997.
In the two most recent fiscal years and subsequent item
periods, the registrant did not consult Plante & Moran,
LLP regarding either:
1. the application of accounting principles nor
2. any subjects of disagreements with the registrant's
former accountants.
Item 5. Other Events.
None.
Item 6. Resignations of Registrant's Directors.
None.
Item 7. Financial Statements and Exhibits.
None.
Item 8. Change in Fiscal Year.
None.
-3-
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.
VSI Holdings, Inc.
Registrant
July 23, 1997 /S/Thomas W. Marquis
Thomas W. Marquis,
Chief Accounting and
Financial Officer
-4-
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.
VSI Holdings, Inc.
Registrant
July 23, 1997
Thomas W. Marquis,
Chief Accounting and
Financial Officer
