SECURITIES AND EXCHANGE COMMISSION
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): January 9, 1997
Spice Entertainment Companies, Inc.
(Exact Name of Registrant as specified in its Charter)
Delaware 0-21150 11-2917462
(State or other jurisdiction (Commission (IRS Employer of
of incorporation) File Number) Identification No.)
536 Broadway, New York, NY 10012
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(Address of Principal Executive Offices: (Zip Code)
Registrant's telephone number,
including area code: (212) 941-1434
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Item 4. Changes In Registrant's Certifying Accountant.
(a) 1. Spice Entertainment Companies, Inc. (f/k/a Graff Pay-Per-View Inc.)
(the "Company") terminated its audit relationship with its former auditors,
Coopers & Lybrand LLP ("C&L"), on January 9, 1997.
2. C&L's report on the financial statement for the past two years did
not contain an adverse opinion or disclaimer of opinion, and was not a
qualified or modified as to uncertainty.
3. The audit committee of the Board of Directors approved the
decision to change accountants.
4. During the Company's two most recent fiscal years and any subsequent
interim period preceding such termination, there were no disagreements with the
former accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements(s), if
not resolved to the satisfaction of the former accountant, would have caused it
to make reference to the subject matter of the disagreement(s) in connection
with its report.
5. There were no reportable events of the type described in Item
304(a)(1)(v) (a) through (d) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
Item Ref in 17
CFR 229.601(b) Exhibit
Number
Exhibit
(16) Letter from Coopers & Lybrand LLP regarding 2.01
statements in this Current Report
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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 thereunto duly authorized.
SPICE ENTERTAINMENT
COMPANIES, INC.
By: /s/ J. Roger Faherty
J. Roger Faherty,
Chairman & Chief Executive Officer
Dated: January 16, 1997
COOPERS & LYBRAND L.L.P.
1301 Avenue of the Americas
New York, New York 10019-6013
January 15, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Spice Entertainment Companies, Inc. formerly
Graff Pay-Per-View Inc. (Commission File Number 0-21150)(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 Form 8-K report for the month of January, 1997. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
Coopers & Lybrand L.L.P.
