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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): October 5, 1995
JANEX INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COLORADO 33-8433-D 84-1034251
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
21700 OXNARD STREET, STE. 1610, WOODLAND HILLS, CALIFORNIA 91367
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 593-6777
Exhibit Index Page: 2 Page 1 of 4
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ITEM 4. CHANGES IN REGISTRANT CERTIFYING ACCOUNTANT
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(a) By Unanimous Written Consent of the Board of Directors of the
registrant, dated October 2, 1995, the Board of Directors engaged the accounting
firm of BDO Siedman, LLP, as independent accountants for the registrant
commencing October 6, 1995. The work of Kellogg & Andelson, Accounting
Corporation, was terminated effective October 5, 1995.
(b) During the two most recent fiscal years and interim period through
September 30, 1995, there have been no disagreements with Kellogg & Andelson on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure or any reportable events.
(c) Kellogg & Andelson's report on the financial statements for the past
two years contained no adverse opinions or disclaimer of opinion and was not
qualified or modified as to audit scope or accounting principles. Their Audit
Report dated February 17, 1995, on the consolidated balance sheet dated December
31, 1994, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the years ended December 31, 1994 and
1993 contained a reference as to the uncertainty of the ultimate outcome of a
class action lawsuit discussed in Note 9 to the financial statements.
(d) The registrant has requested that Kellogg & Andelson furnish it with a
letter addressed to the Securities and Exchange Commission ("SEC") stating
whether it agrees with the above statements. A copy of Kellogg & Andelson's
letter to the SEC, dated October 6, 1995, is filed as Exhibit 16 to this form
8-K.
EXHIBIT NO. EXHIBIT PAGE
- ----------- ------- ----
16 Letter to Securities and Exchange
Commission dated October 6, 1995. 4
2
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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.
Date: October 9, 1995
JANEX INTERNATIONAL, INC.
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(Registrant)
By: /s/ MICHAEL S. MANAHAN
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Michael S. Manahan, Vice President
and Chief Financial Officer
3
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[LETTERHEAD OF KELLOGG & ANDELSON]
EXHIBIT 16
October 6, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 9-5
Washington, D.C. 20549
Re: JANEX INTERNATIONAL, INC.
CHANGE IN INDEPENDENT ACCOUNTANTS
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Dear Sirs/Madams:
We were previously the independent accountants for Janex International, Inc.
("Janex") and on February 17, 1995, we reported on the consolidated financial
statements of Janex as of December 31, 1994 and for the two years then ended. On
October 5, 1995, we were dismissed as independent accounts for Janex. We have
read Janex's statements included under Item 4 of its form 8-K for October 5,
1995, and we agree with such statements.
Very truly yours,
/s/ Kellogg & Andelson
KELLOGG & ANDELSON
