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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) March 30, 1999.
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CTI GROUP (HOLDINGS) INC.
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(Exact name of registrant as specified in charter)
Delaware 000-10560 51-0308583
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(State or other jurisdic- (Commission File Number) (IRS Employer
tion of incorporation) Identification No.)
2550 Eisenhower Avenue, Norristown, PA 19403
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 610-666-1700
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N/A
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(Former name or former address, if changed since last report.)
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CTI GROUP (HOLDINGS) INC.
FORM 8-K RELATING TO ITEM 4: CHANGES IN REGISTRANT'S
CERTIFYING ACCOUNTANT
Item 4. Changes in Registrant's Certifying Accountant
On March 17, 1999, Zelenkofske Axelrod and Co., CPA's Inc.
("Zelenkofske Axelrod") resigned as the principal independent accountant of CTI
Group (Holdings) Inc. (the "Company"). The Company's president was informed
verbally by Zelenkofske Axelrod that the resignation was due to the fact that
(i) a different accountant conducts the audit of CTI Data Solutions
(International) Ltd., a subsidiary of the Company which is projected to generate
a majority of the total fiscal 1998 revenues of the Company and its affiliates
and (ii) Zelenkofske Axelrod is no longer undertaking public accounting work for
publicly-traded companies such as the Company. Accordingly, this change in
accountant was not recommended or approved by the Company's board of directors
or an audit or similar committee. The Company, as of the date hereof, is
interviewing for the appointment of a new accountant.
Zelenkofske Axelrod's report on the financial statements of the Company
for either of the past two fiscal years ending March 31, 1998, contained no
adverse opinion nor disclaimer of opinion, nor was the report modified as to
uncertainty, audit scope or accounting principles. There were no disagreements
between the Company and Zelenkofske Axelrod during the two most recent fiscal
years, nor during the subsequent interim period through March 17, 1999, whether
or not resolved, on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which, if not resolved to
Zelenkofske Axelrod's satisfaction, would have caused it to make reference to
the subject matter of the disagreement(s) in connection with its report.
In addition, during the two most recent fiscal years or subsequent
interim period through March 17, 1999, Zelenkofske Axelrod NEVER advised the
Company that:
(1) Internal controls necessary to develop reliable financial
statements did not exist;
(2) Information had come to the attention of Zelenkofske Axelrod which
made it unwilling to rely on management's representations, or unwilling
to be associated with the financial statements prepared by management;
or
(3) The scope of an audit should have been expanded significantly, or
information had come to Zelenkofske Axelrod's attention that it had
concluded would, or if further investigated might have, materially
impacted the fairness or reliability of a previously issued audit
report or the underlying financial statements, or the financial
statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent audited financial statements
(including information that might have precluded the issuance of an
unqualified audit report), and the issue had not been resolved to
Zelenkofske Axelrod's satisfaction prior to its resignation.
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Item 7. Exhibits
Exhibit 1: Letter of Zelenkofske Axelrod and Co., CPA's Inc.
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 hereunto duly authorized.
CTI GROUP (HOLDINGS) INC.
(Registrant)
Date: March 30, 1999 By: /s/ ANTHONY P. JOHNS
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Name: Anthony P. Johns
Title: President & Chief Executive Officer
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Exhibit 1
Zelenkofske
Axelrod
& CO., CPA's, Inc.
March 30, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: CTI Group (Holdings), Inc. and Subsidiaries
File Ref. No. 0-10560
We were previously the principal accountant for CTI Group (Holdings), Inc.
and Subsidiaries and, under the date of July 29, 1998 except for Note 3 as to
which the date is November 13, 1998, we reported on the consolidated
financial statements of CTI Group (Holdings), Inc. and Subsidiaries as of and
for the years ended March 31, 1998 and 1997. On March 17, 1999, we resigned.
We have read CTI Group (Holdings), Inc. and Subsidiaries' statements included
under Item 4 of its Form 8-K dated March 30, 1999 and we agree with such
statements.
Very truly yours,
/s/ Zelenkofske Axelrod & Co., CPA's, Inc.
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ZELENKOFSKE AXELROD & CO., CPA's, INC.
P H I L A D E L P H I A o H A R R I S B U R G o M I L W A U K E E
Corporate Headquarters, 500 York Road, Jenkintown, PA 19046
215.572.7410 o Fax 215.572.5052
