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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 7, 1999
Date of report (Date of earliest event reported)
K-TEL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
MINNESOTA 0-6664 41-0946588
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
2605 Fernbrook Lane North, Plymouth, Minnesota 55447-4736
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(Address of Principal Executive Offices)
(612) 559-6800
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On October 7, 1999, K-tel International, Inc. (the "Company") was notified by
Arthur Andersen LLP that such firm would not stand for re-election for the
fiscal year ending June 30, 2000 and also tendered its resignation as the
Company's independent auditors.
A. Pursuant to Item 304(a)(1) of Regulation S-K, the Company reports the
following specific information:
(i) On October 7, 1999, the Company received written notification from
Arthur Andersen LLP, that such firm would not stand for re-election
as the Company's independent auditors for the fiscal year ending June
30, 2000.
(ii) The reports of Arthur Andersen LLP on the Company's financial
statements for each of the past two years were unqualified and
contained no adverse opinion or disclaimer of opinion and no such
report was qualified or modified as to uncertainty, audit scope, or
accounting principles.
(iii) The Company's Board of Directors has authorized the Audit Committee
of the Board of Directors to recommend the engagement of a new
independent auditor.
(iv) There were no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, between the Company and its independent auditors during
the Company's two most recent fiscal years or subsequent thereto.
(v) No event requiring disclosure under Item 304(a)(1)(v) of Regulation
S-K has occurred.
B. No event requiring disclosure under Item 304(a)(2) of Regulation S-K has
occurred.
C. In accordance with the requirements of Item 304(a)(3) of Regulation S-K,
Arthur Andersen LLP has been provided with a copy of the foregoing
disclosures and has provided a letter addressed to the Securities and
Exchange Commission required by said item and said letter dated October 8,
1999, is attached as Exhibit 16 hereto.
D. A successor firm to serve as independent auditors for the Company is
expected to be selected in the near future.
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ITEM 5. OTHER EVENTS.
Not Applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The following is filed herewith. The exhibit numbers correspond with Item
601(b) of Regulation S-K.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
16 Letter dated October 8, 1999 from Arthur Andersen LLP,
agreeing with disclosures set forth in Item 4.
</TABLE>
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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 thereunto duly authorized.
Date: October 8, 1999 By: /s/ Steven A. Kahn
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Name: Steven A. Kahn
Title: Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER
<S> <C>
16 Letter dated October 8, 1999 from Arthur Andersen LLP,
agreeing with disclosures set forth in Item 4.
</TABLE>
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EXHIBIT 16
October 8, 1999
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street Northwest
Washington, D.C. 20549
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K dated October 7, 1999 of K-tel
International, Inc. to be filed with the Securities and Exchange Commission and
are in agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Copy to:
Steven Kahn, Chief Financial Officer, K-tel International, Inc.
