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):
August 13, 1999
KINGS ROAD ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-14234 95-3587522
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State of Commission IRS Employer
Incorporation File Number I.D. Number
1901 Avenue of the Stars, Los Angeles, CA 90067
Address of principal executive offices
Registrant's telephone number: (310) 552-0057
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Item 4. Changes in Registrant's Certifying Accountant
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(a) On September 10, 1999, Kings Road Entertainment, Inc. (the
"Company") selected the firm of Jones Jensen & Company, LLC as the Company's
independent auditors for the fiscal year ending April 30, 1999. The firm of
Richard A. Eisner & Company, LLP has served as the Company's independent
auditors since April 16, 1999 but has not completed any audit of the Company's
financial statements for any fiscal year or interim period. The purpose of the
change in auditors is to facilitate the completion of the Company's Annual
Report on Form 10-KSB for the fiscal year ended April 30, 1999, as described
below.
(b) During the period Richard A. Eisner & Company was retained by the
Company, there were no disagreements (within the meaning of Instruction 4 of
Item 304 of Regulation S-K) with Richard A. Eisner & Company as to any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure and there have been no reportable events (as defined in Item
304 of Regulation S-K).
(c) The Company has not consulted with Jones Jensen & Company
regarding the application of accounting principles to a specified transaction or
the type of audit opinion that might be rendered on the Company's financial
statements during the two most recent fiscal years through the present.
(d) A letter of Richard A. Eisner & Company addressed to the
Securities and Exchange Commission is included as Exhibit 16 to this Form 8-K.
Such letter states that such firm agrees with the statements made by the Company
in this Item 4 as they refer to such firm.
(e) The change of auditors was approved by the Board of Directors of
the Company on September 10, 1999.
Item 5. Other Events
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The Company has not yet filed its Annual Report on Form 10-KSB for its
fiscal year ended April 30, 1999. The deadline for such filing with the
Securities and Exchange Commission, as extended, expired on August 13, 1999. As
a result, the Nasdaq Stock Market has notified the Company that its common stock
("Common Stock") may be de-listed from The Nasdaq SmallCap Market pending a
hearing scheduled for September 30, 1999. The Company is required to demonstrate
to Nasdaq that it has met and will meet all filing requirements under the
Securities Exchange Act of 1934 and that it has the ability to sustain long-term
compliance with all other Nasdaq maintenance criteria. Among the Nasdaq
maintenance criteria are a $1.00 minimum bid price for the Common Stock and
$1,000,000 minimum market value of shares owned by non-affiliates of the
Company. A recent bid price for the Common Stock was $0.91 per share. The
Company has approximately 1.2 million shares outstanding which are owned by
non-affiliates.
The Company has not been able to complete its report on Form 10-KSB
because of the following reasons. The Company owns approximately 20% of the
outstanding capital stock of Immediate Entertainment Group, Inc. ("IEGP"), a
Nevada corporation, with operations and subsidiaries primarily in Germany. IEGP
has not completed its audited financial statements. Since the Company's
investment in IEGP represents a significant portion of its assets, Richard A.
Eisner & Company has advised that it requires recent audited financial
information from IEGP to complete its audit of the Company's financial
statements. IEGP's results of operations could have a material adverse effect on
the Company's financial condition and results of operations for the latest
fiscal year. Jones Jensen & Company is IEGP's independent auditor as well as the
Company's new independent auditor.
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Phillip Cook resigned as the Company's President and Chairman on June 24,
1999. David Dube, who has been a member of the Company's Board of Directors
since April 1, 1999, has been serving as the Company's Chairman and, along with
James Leaderer, constitutes the Company's Board.
Item 7. Exhibits
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(c) Exhibits
Number Description
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16 Letter of Richard A. Eisner & Company, LLP
to the Securities and Exchange Commission
pursuant to the requirements of Item 304(a)(3)
of Regulation S-K
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 14, 1999
KINGS ROAD ENTERTAINMENT, INC.
By: /s/ Christopher Trunkey
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Christopher Trunkey,
Senior Vice President and
Chief Financial Officer
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INDEX OF EXHIBITS
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Exhibit
Number Description
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16 Letter of Richard A. Eisner & Company, LLP
to the Securities and Exchange Commission
pursuant to the requirements of Item
304(a)(3) of Regulation S-K
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read the statements made by Kings Road Entertainment, Inc. (copy
attached) which we understand will be filed with the Commission pursuant to
Item 4 of Form 8-K as part of the Company's 8K report dated August 13, 1999. We
agree with the statements concerning our Firm in such Form 8K.
Very truly yours,
/s/
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Richard A. Eisner & Company, LLP
September 14, 1999
