<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM 8-K/A
AMENDMENT NO.1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 5, 1997
---------------
COMMUNICATIONS WORLD INTERNATIONAL, INC.
-------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Commission file number: 0-13652
Colorado 84-0917382
------------------------------------ --------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6025 South Quebec, Suite 300, Englewood, Colorado 80111
- - -------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(303) 721-8200
--------------
Registrant's telephone number, including area code
<PAGE>
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS
KPMG Peat Marwick LLP was previously the principal accountants for
Communications World International, Inc. On May 5, 1997, the firm's appointment
as principal accountants was terminated and the firm of Levine Hughes & Mithuen,
Inc. was engaged as principal accountants. The decision to change accountants
was approved by the board of directors.
In connection with the audits of the two fiscal years ended April 30, 1996, and
the subsequent interim period through May 5, 1997, there were no disagreements
with KPMG Peat Marwick LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement.
The audit report of KPMG Peat Marwick LLP on the consolidated financial
statements of Communications World International, Inc. and subsidiaries as of
and for the years ended April 30, 1996 and 1995, did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles, except as follows:
KPMG Peat Marwick LLP's auditors' report on the consolidated financial
statements of Communications World International, Inc. and subsidiaries as of
and for the years ended April 30, 1996 and 1995, contained a separate paragraph
stating that "the Company has suffered recurring losses from operations that
raise substantial doubt about its ability to continue as a going concern."
Management's plans in regard to these matters are also described in Note 13.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) Exhibits
Exhibit 16 - Letter of KPMG Peat Marwick LLP to the Securities and
Exchange Commission included herein pursuant to the requirements of Item 304 (a)
(3) of Regulation S-B.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
<TABLE>
<CAPTION>
<S>
Communications World International, Inc.
----------------------------------------
(Registrant)
<C>
Date: May 19, 1997 /s/ Richard D. Olson
------------ ---------------------
Richard D. Olson, President and C.E.O.
Date: May 19, 1997 /s/ Scott E. Harris
------------ -------------------
Scott E. Harris, Executive Vice President,
CFO
</TABLE>
<PAGE>
Exhibit 16
May 19, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Communications World International,
Inc. and, under the date of July 22, 1996, we reported on the consolidated
financial statements of Communications World International, Inc. and
subsidiaries as of and for the years ended April 30, 1996 and 1995. On May 5,
1997, our appointment as principal accountants was terminated. We have read
Communications World International, Inc.'s statements included under Item 4 of
its Form 8-K/A dated May 5, 1997, and we agree with such statements, except that
we are not in a position to agree or disagree with Communications World
International, Inc.'s statement that the change was approved by the board of
directors.
Very truly yours,
/s/ KPMG Peat Marwick LLP
---------------------------------
