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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): APRIL 24, 2000
CT HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-08718 75-2432011
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION) NUMBER)
3811 TURTLE CREEK BOULEVARD, SUITE 770, DALLAS, TEXAS 75219
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 521-3443
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 24, 2000, the Audit Committee of the Registrant's Board of
Directors determined to dismiss its current independent public accountants,
Grant Thornton LLP ("Grant Thornton"), and engage a new accounting firm for
fiscal year 2000.
Grant Thornton's reports on the financial statements for the past two
years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
Except as set forth below, during the past two years there were no disagreements
with Grant Thornton on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of Grant Thornton, would have caused it to make a
reference to the disagreement in connection with its reports. The Registrant has
been advised by Grant Thornton that Grant Thornton believes that the following
matter meets the criteria of the Securities and Exchange Commission for a
reportable disagreement, even though the matter was resolved to the satisfaction
of Grant Thornton: The Registrant recorded in its preliminary year-end financial
statements for the fiscal year ended February 28, 1999 a $500,000 sale in the
fourth quarter of fiscal 1999 to its distributor in Mexico under an
international distribution agreement dated November 24, 1998. While management
initially believed that the sales commitment schedule included in the
distribution agreement, combined with receipt of the master licenses by the
distributor, warranted the recognition of revenues, in accordance with the
advice of Grant Thornton, the Registrant did not include the sale in the
financial statements filed with the Securities and Exchange Commission.
During the Registrant's two most recent fiscal years and the subsequent
interim periods preceding Grant Thornton's dismissal:
(i) Grant Thornton has not advised the Registrant that the internal
controls necessary for the Registrant to develop reliable financial statements
do not exist;
(ii) Grant Thornton has not advised the Registrant that information has
come to its attention that has led it to no longer be able to rely on
management's representations or that has made it unwilling to be associated with
the financial statements prepared by management;
(iii) Grant Thornton has not advised the Registrant (a) of the need to
expand significantly the scope of its audit, or that information has come to its
attention, during the two most recent fiscal years and the subsequent interim
periods preceding the dismissal, that if further investigated may (i) materially
impact the fairness or reliability of either a previously issued audit report or
the underlying financial statements, or the financial statements issued or to be
issued covering the fiscal periods subsequent to the date of the most recent
financial statements covered by an audit report (including information that may
prevent it from rendering an unqualified audit report on those financial
statements), or (ii) cause it to be unwilling to rely on management's
representations or be associated with the Registrant's financial statements or,
(b) that due to its dismissal, or for any other reason, it did not so expand the
scope of its audit or conduct such further investigation;
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(iv) Grant Thornton has not advised the Registrant that (a) information
has come to its attention that it has concluded materially impacts the fairness
or reliability of either (i) a previously issued audit report or the underlying
financial statements or (ii) the financial statements issued or to be issued
covering the fiscal periods subsequent to the date of the most recent financial
statements covered by an audit report (including information that, unless
resolved to its satisfaction, would prevent it from rendering an unqualified
audit report on those financial statements) or (b) due to its dismissal, or for
any other reason, the issue has not been resolved to its satisfaction prior to
its dismissal.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter from Grant Thornton dated April 24, 2000.
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.
CT Holdings, Inc.
(Registrant)
By: /s/ STEVEN B. SOLOMON
-----------------------
Steven B. Solomon
President and Chief Executive Officer
Dated as of April 24, 2000
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<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
16.1 Letter from Grant Thornton dated April 24, 2000.
</TABLE>
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EXHIBIT 16.1
(Grant Thornton Letterhead)
April 24, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K of CT Holdings, Inc. (Commission File No.
0-08718) dated April 24, 2000, and are in agreement with the statements
contained therein.
Very truly yours,
Grant Thornton LLP
