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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)
December 3, 1997
INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
California 0-10294 95-3276269
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
2131 Faraday Avenue, Carlsbad, CA 92008
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (760) 931-4000
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Item 4. Changes in Registrant's Certifying Accountant
On December 3, 1997, upon the recommendation of the Audit Committee of
the Board of Directors of the Registrant, the Board discharged the firm of Ernst
& Young LLP as Registrant's independent accountants. Arthur Anderson LLP has
been engaged as its new independent accountants to audit Registrant's financial
statements for the fiscal year ending December 31, 1997.
Ernst & Young LLP's reports on the financial statements of the
Registrant for the past two years did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified, or modified as to uncertainty,
audit scope, or accounting principles. There were no disagreements between the
Registrant and Ernst & Young LLP during the past two years or during the
intervening interim period on any matter of accounting principles or practices,
financial statement disclosure, or audit scope or procedure, which disagreement
(s), if not resolved to the satisfaction of Ernst & Young LLP, would have caused
it to make a reference to the subject matter of the disagreement(s) in
connection with its reports.
None of the "reportable events" described in Item 304 (a) (1) (v) of
Regulation S-K occurred with respect to Registrant during the last two fiscal
years and the subsequent interim period to the date hereto.
Registrant has provided Ernst & Young LLP with a copy of this Form 8-K
and has requested that it furnish the Registrant with a letter addressed to the
Commission stating whether it agrees with the statements made by the Registrant.
A copy of the letter dated December 3, 1997 is filed as Exhibit 16.1 to this
Form 8-K.
Item 7. Financial Statements and Exhibits
(a) Exhibits
16.1 Letter from Ernst & Young LLP pursuant to Item 304(c) (3) of
Regulation S-K.
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SIGNATURES
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.
International Lottery & Totalizator
Systems, Inc.
Date: December 9, 1997 By: /S/ DENNIS D. KLAHN
--------------------------------
Dennis D. Klahn
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
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<S> <C>
16.1 Letter from Ernst & Young LLP pursuant to Item 304(c) (3) of
Regulation S-K
</TABLE>
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[ERNST & YOUNG LLP LETTERHEAD]
EXHIBIT 16.1
December 3, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated December 3, 1997 of International Lottery
& Totalizator Systems, Inc. and are in agreement with the statements contained
in the second paragraph on Page 2 therein. We have no basis to agree or disagree
with other statements of the registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
