<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): December 19, 2000
B.H.I.T. INC.
-------------
(Exact name of registrant as specified in its charter)
Delaware 1-9043 36-3361229
------------ ------ ----------
(State or Other Commission File Number IRS Identification
Jurisdiction of Incorporation) Number
875 Avenue of the Americas, New York, NY 10001
----------------------------------------------
(Address of Principal Executive Offices) (zip code)
Registrant's telephone number, including area code: (212) 736-7880
Item 4. Changes in Registrant's Certifying Accountant.
Effective December 19, 2000, B.H.I.T. Inc. (the "Company") dismissed
the accounting firm of Ernst & Young LLP ("E&Y"), 1211 Avenue of the Americas,
New York, New York 10036, as the Company's independent accountants. Concurrent
with the termination of E&Y, the Company invited Grant Thornton LLP ("Grant
Thornton"), 1228 Euclid Avenue Suite 800, Cleveland, Ohio 44115, to act as its
auditors for the fiscal year ending December 31, 2000. Grant Thornton has
accepted the engagement as the Company's auditors. The decision to change
accountants was approved by the Company's Board of Directors.
The reports of E&Y on the financial statement of the Company for the
fiscal years ending December 31, 1999 and 1998 did not contain an adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, auditing scope, or accounting principles. In connection with the
audits of the Company's financial statements for the years ended December 31,
1999 and 1998, and the subsequent interim period through December 19, 2000,
which was not audited by E&Y (the date of E&Y's dismissal as the Company's
independent auditor), there were no disagreements with E&Y on any matters of
accounting principles or practices, financial
<PAGE> 2
statement disclosure or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of E&Y, would have caused E&Y to make a reference
to the matter of disagreements in connection with its reports in the financial
statements for such years. In addition, there were no "Reportable Events" as
that term is defined in Subsection (a) (1) (v) of Rule 304 of Regulation S-K.
The Company provided E&Y with a copy of the disclosures contained
herein, and requested that E&Y furnish the Company with a letter addressed to
the SEC stating whether E&Y agrees with the statements made by the Company
hereinabove and, if not, stating the respects in which it does not agree. A copy
of the letter of E&Y is filed as an exhibit to this Form 8-K.
The Company did not consult with Grant Thornton during the fiscal years
ended December 31, 1998 and December 31, 1999, and the interim period from
January 1, 2000 through December 19, 2000, regarding: (i) the application of
accounting principles to a specified transaction, either completed or proposed;
(ii) the type of audit opinion that might be rendered on the Company's financial
statements; or (iii) any matter that was the subject of a disagreement with the
Company's former accountant or reportable event (as contemplated by Item 304 of
Regulation S-K).
The Company provided Grant Thornton a copy of the disclosures herein
and requested that Grant Thornton review the same prior to delivery and filing
hereof with the SEC. The Company has given Grant Thornton the opportunity to
furnish the Company with a letter addressed to the SEC containing any new
information, clarification or statement as to whether it agrees with statements
made by the Company.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
16.1 - Letter from Ernst & Young LLP to the Securities and Exchange
Commission, dated December 28, 2000.
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.
B.H.I.T. Inc.
(Registrant)
Date: January 3, 2001 By: /s/ Morton I. Kalb
------------------------------------------
Morton I. Kalb
Vice President and Chief Financial Officer
<PAGE> 3
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
16.1 Letter from Ernst & Young LLP, dated December 28, 2000,
to the Securities and Exchange Commission.
