COMPUTRAC INC
8-K, 1998-01-09
COMPUTER INTEGRATED SYSTEMS DESIGN
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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): January 5, 1998

                                COMPUTRAC, INC.
               (Exact name of registrant as specified in its charter)

                                     TEXAS
         (State or other jurisdiction of incorporation or organization)

                       1-9115                            75-1540265
              (Commission File Number)      (I.R.S. Employer Identification No.)

       222 Municipal Drive Richardson, Texas                 75080
       (Address of principal executive offices)          (Zip Code)

            Registrant's telephone number, including area code: (972) 234-4241

























                                         -1-





       <PAGE>

       ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

       (a)  SECTION 304(a)(1):

                 (i)  On January 5, 1998, CompuTrac, Inc. (the Company)
                      dismissed the  accounting firm  of Price  Waterhouse LLP,
                      Dallas, Texas, who have acted as certifying accountants
                      for the Company for the years ending January 31, 1984
                      through January 31, 1997.

                 (ii) None of the prior certifying accountants' reports on the
                      Company's  financial statements  for the  past two  years
                      contained an adverse opinion or disclaimer of opinion, or
                      were qualified or modified as to uncertainty, audit scope
                      or accounting principle. 

                (iii) The change of principal accountants was approved by the
                      Company's Board of Directors on December 29, 1997.

                 (iv) In connection  with its  audits for  the two most  recent
                      fiscal years and through January 5, 1998, there have been
                      no disagreements with Price Waterhouse LLP, on any matter
                      of accounting principle or  practice, financial statement
                      disclosure,  or   auditing  scope  or   procedure,  which
                      disagreements, if not resolved to the satisfaction of
                      Price Waterhouse LLP, would have caused said accountants
                      to make reference to the subject matter of  such
                      disagreements in their reports on the financial statements
                      for such years.

                 (v)  The Registrant  has requested  that Price  Waterhouse LLP
                      furnish it with a letter addressed  to the Securities and
                      Exchange Commission stating whether or not it agrees with
                      the above statements.  A copy of such letter, dated
                      January 5, 1998, is filed as Exhibit 4.0 to this Form 8-K.

       (b)  SECTION 304(a)(2):

            (2)  Effective  January  5,  1998,  the  Company  has  engaged  the
                 accounting firm of Grant Thornton LLP, Dallas, Texas, to act as
                 certifying accountants for the year ending January 31, 1998.

            (i)  There  were no  written or  oral  consultations regarding  the
                 application of accounting principles to a specific completed or
                 contemplated transaction, or to the type of audit opinion that
                 might be rendered in the Company's decision to change
                 accounting firms.

            (ii) (not applicable)


                                            -2-




       <PAGE>

       ITEM 7.   FINANCIAL  STATEMENT, PRO  FORMA  FINANCIAL INFORMATION  AND  
                 EXHIBITS.

            (a)  The following exhibits are filed with this report.

            4.0  Statement of  prior certifying accountant  in response  to the
                 information disclosed herein.




































                                         -3-

       <PAGE>





                                     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 authorized.


                                               COMPUTRAC, INC.


                                               /s/ Cheri L. White
                                               -------------------------------
                                               Cheri L. White
                                               Vice President _ Finance and
                                               Chief Financial Officer

       Date:     January 5, 1998
































                                         -4-
       <PAGE>






                                    EXHIBIT INDEX


                                                              SEQUENTIALLY
       EXHIBIT NO.                EXHIBIT NAME                NUMBERED PAGE

          4.0         Statement of prior certifying accountant     5
                      in response to the information disclosed
                      herein.







































                                         -5-

       <PAGE>
                                                                  EXHIBIT 4.0 




       January 5, 1998

       Securities and Exchange Commission
       450 Fifth Street, N.W.
       Washington, D.C.  20549


       Ladies and Gentlemen:

                                   COMPUTRAC, INC.                   

       We have read Item 4 of CompuTrac, Inc.'s Form 8-K dated January 5, 1998,
       and are in  agreement with the statements contained  in paragraph 4(a)
       therein.


       Yours very truly,

       /s/ Price Waterhouse LLP



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