TRUDY CORP
8-K, 1999-05-12
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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 and Exchange Act of 1934

                         Date of Report: April 12, 1999

                                TRUDY CORPORATION
                                -----------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                                    --------
                 (State or other jurisdiction of incorporation)

            0-16056                                     06-1007765
            -------                                     ----------
     (Commission file number)           (IRS employer identification number)

                     353 Main Avenue, Norwalk, CT 06851-1552
                     ---------------------------------------
               (Address of principle executive offices) (Zip code)

                                 (203) 846-2274
                                 --------------
              (Registrant's telephone number, including area code)

                                      none
                                      ----
          (Former name or former address, if changed since last report)

<PAGE>

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

The Board of Directors of the Company have approved, at a special meeting of the
board on April  9,  1999,  the  engagement  of Ernst & Young,  LLP and is in the
process of retaining  this firm as its  independent  auditor for the fiscal year
ending March 31, 1999 to replace the firm of Abrams and Company,  P.C.,  who was
dismissed as auditor of the Company  effective April 9, 1999. Ernst & Young, LLP
is the  independent  auditor  used by Futech  Interactive  Products,  Inc.,  the
company with which Trudy Corporation has agreed to merge.

The reports of Abrams and Company,  P.C. on the Company's  financial  statements
for the past two 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.

In connection with the audits of the Company's financial  statements for each of
the two  fiscal  years  ended  March 31,  1997 and 1998,  and in the  subsequent
interim period, there were no disagreements with Abrams and Company, P.C. on any
matters of accounting  principles or practices,  financial statement disclosure,
or auditing  scope  procedures  which,  if not resolved to the  satisfaction  of
Abrams and Company,  P.C.  would have caused  Abrams and  Company,  P.C. to make
reference to these  matters in their  report.  Trudy  Corporation  has requested
Abrams and Company,  P.C. to furnish the company with a letter  addressed to the
Commission  stating whether it agrees with the above statements.  A copy of that
letter, dated April 12, 1999 is filed as an exhibit to this Form 8-K.

                                   SIGNATURES

Pursuant to the requirements of the Securities  Exchange Commission Act of 1934,
the  registrant  has duly caused  this  report on its behalf by the  undersigned
hereunto duly authorized.

                                  TRUDY CORPORATION

April 12, 1999                    By:  /s/ W.W. BURNHAM
                                       -----------------------------------------
                                           William W. Burnham
                                           President, Chief Executive Officer, 
                                           and Chairman of the Board


                                  By:  /s/ W.T. CARNEY
                                       -----------------------------------------
                                           William T. Carney
                                           Chief Financial Officer and Secretary



ABRAMS AND COMPANY, P.C.
- --------------------------------------------------------------------------------
Certified Public Accountants
                                                       ONE HUNTINGTON QUADRANGLE
                                                                 SUITE 4 SOUTH 1
                                                       MELVILLE, N.Y. 11747-4406
                                                             (516) 454-9393 TEL.
                                                              (516) 454-6228 FAX
                                                                 [email protected]



Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

Gentlemen:

We have  read  and  agree  with  the  comments  in Item 4 of Form  8-K of  TRUDY
CORPORATION dated April 12, 1999.


/s/ ABRAMS AND COMPANY, CPAS
- ----------------------------
    Melville, New York
    April 12, 1999




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