SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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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) September 7, 2000
SED INTERNATIONAL HOLDINGS, INC.
(Exact name of Registrant as specified in charter)
Georgia 0-16345 22-2715444
(State of other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4916 North Royal Atlanta Drive
Tucker, Georgia 30085
(Address of principal executive offices including Zip Code)
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Registrant's telephone number, including area code: (770-491-8962)
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NOT APPLICABLE
(Former name, former address and former fiscal year
if changed since last report)
Item 4. Changes in Registrant's Certifying Accountants.
Deloitte & Touche LLP ("D&T") was previously the independent accountant
for SED International Holdings, Inc. (the "Registrant"). On September 7,
2000, D&T notified the Registrant that they decline to stand for
reappointment as the Registrant's independent accountant after completion of
their audit, which is currently in progress, of the Registrant's consolidated
financial statements for the year ended June 30, 2000.
During the Registrant's fiscal years ended June 30, 1998 and 1999 (the
"Prior Fiscal Years") and the subsequent interim period through September
7, 2000, there were no disagreements with D&T on any matter of accounting
principle 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 to the subject matter of the
disagreements in connection with their report.
D&T's reports on the Registrant's consolidated financial statements for the
Prior Fiscal Years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the Prior Fiscal Years and the subsequent interim period through
September 7, 2000, there were no reportable events as defined by Item
304(a)(i)(v) of Regulation S-K.
The Registrant has requested D&T to furnish the Registrant with a letter,
addressed to the Securities and Exchange Commission, stating whether D&T
agrees or disagrees with the statements made by the Registrant under this
item. D&T's letter is included as an exhibit to this Form 8-K in accordance
with paragraph (a)(3) of Item 304 of Regulation S-K.
Item 7. Financial Statements, Pro Forma Statement and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit No. Description
16.1 Letter of Change in Accountants
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SED International Holdings, Inc.
By: /s/ LARRY G. AYERS Date: September 14, 2000
Larry G. Ayers, Vice President-Finance, Chief
Financial Officer, Secretary and Director
