SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Sections 13 or 15(d) of the
Securities Exchange Act of 1934
March 16, 1999
Date of Report (Date of Earliest Event Reported)
Nu-kote Holding, Inc.
(Exact Name of Registrant as Specified in Charter)
Texas 0-20287 16-1296153
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
200 Beasley Dr.
Franklin, Tennessee 37064
(Address and Zip Code of Principal Executive Offices)
(615) 794-9000
(Registrant's Telephone Number, Including Area Code)
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On November 6, 1998 Nu-kote Holding, Inc. ("Nu-kote" or the "Company")
filed a voluntary petition for protection under Chapter 11 of the United
States Bankruptcy Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for the Middle District of Tennessee in Nashville,
Tennessee (the "Bankruptcy Court"). Six subsidiaries of the Company, Nu-
kote International, Inc., Future Graphics, Inc., Nu-kote Imperial, Inc., Nu-
kote Latin America, Inc., Nu-kote Imaging International, Inc. and
International Communication Materials, Inc., also filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code on November 6,
1998.
All of the above proceedings were filed in the Bankruptcy Court.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On January 22, 1999 Nu-kote filed a motion with the Bankruptcy Court
to employ PricewaterhouseCoopers LLP as the principal accountants to audit
its consolidated financial statements. Such firm had been engaged in that
capacity prior to the filing by Nu-kote for protection under Chapter 11 of
the Bankruptcy Code on November 6, 1998.
The U.S. Trustee's office objected to the engagement of
PricewaterhouseCoopers LLP, and on March 16, 1999 a hearing was held in the
Bankruptcy Court to determine whether Nu-kote would be permitted to engage
such firm. At that hearing, the Bankruptcy Court denied the motion to
employ PricewaterhouseCoopers LLP. The Bankruptcy Court ruled that such
firm was disqualified from acting in such capacity due to a conflict of
interest. Such conflict resulted from the merger of Coopers & Lybrand
("C&L") and Price Waterhouse ("PW") on July 1, 1998. Prior to the merger,
C&L was the principal accountant to audit Nu-kote's consolidated financial
statements. Prior to the merger, PW acted, and continues to act, as a
financial advisor to Nu-kote's secured bank lending group. As a result of
the Bankruptcy Court's ruling, Nu-kote is currently without an auditing
firm.
The report of Coopers & Lybrand L.L.P. included in the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1998 stated
that, because of various factors, there was substantial doubt about the
Company's ability to continue as a going concern. Otherwise, the report of
Coopers & Lybrand L.L.P. contained no adverse opinion or disclaimer of
opinion and was not modified as to uncertainty, audit scope or accounting
principle.
The decision to change accountants was not recommended or approved by
Nu-kote's Board of Directors. During the two most recent fiscal years and
through March 16, 1999 there have not been any disagreements between the
Company and PricewaterhouseCoopers LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing scope
or procedure, which disagreements if not resolved to the satisfaction of
Coopers & Lybrand, L.L.P. would have caused them to make reference thereto
in their report on the consolidated financial statements for such years.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
The following information is incorporated herein by reference.
(C) EXHIBITS
#99.1 Press Release issued by Nu-kote on November 6, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Nu-kote Holding, Inc.
Dated: March 29, 1999 By:/S/ PHILLIP L. THEODORE
------------------------------------
Phillip L. Theodore, Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
*99.1 Press Release issued by Nu-kote on November 6, 1998
*Filed herewith.
EXHIBIT 99.1
Nu-kote Files for Protection Under Chapter 11
FRANKLIN, Tenn., Nov. 6 /PRNewswire/ -- Nu-kote Holding, Inc. (OTC
Bulletin Board: NKOT) said today that the Company and certain of its
subsidiaries have filed voluntary petitions for protection under Chapter 11
of the United States Bankruptcy Code in the United States Bankruptcy Court
for the Middle District of Tennessee in Nashville.
The Company believes that today's filing is in the best interests of
the Company, its creditors, and other constituencies. Nu-kote has struggled
financially under its current debt obligations which, in turn, has impacted
the Company's ability to operate at full potential.
Nu-kote has approximately $140 million of indebtedness under its
credit facilities.
Currently, the Company has no plans to close plants or other
facilities. Nu-kote believes that its filing will not lead to any material
delays in the production and/or distribution of products.
Certain statements in this news release may constitute "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements may involve known and
unknown risks and other factors, many of which are described in Nu-kote's
Form 10-K and other filings with the Securities and Exchange Commission,
which may cause the actual results or achievements expressed or implied
thereby to be materially different from such forward-looking statements. In
addition, all forward-looking statements relating to Nu-kote's efforts to
successfully reorganize under Chapter 11, are subject, among other things,
to the formulation by Nu-kote of an acceptable reorganization plan, the
consent of certain of its creditors and other security holders to such
plan, and bankruptcy court approval of such plan of reorganization.
Through its operating subsidiaries, Nu-kote produces supplies for
printers, copiers, fax machines and ink jet printers, sold primarily in
North America and Europe.
SOURCE Nu-kote Holding, Inc.
- -0- 11/06/98
/CONTACT: Phillip L. Theodore, Chief Financial Officer of Nu-kote Holding,
800-448-1422, or 615-794-9000, Extension 502, or Jack Maddigan of
Maddigan Communications, 412-344-9050, for Nu-kote Holding/(NKOT)
-0-
