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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 ACT OF 1934
Date of Report (Date of earliest event reported): January 19, 2000
GREYSTONE DIGITAL TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
33-24536-A 84-1107140
(Commission File No.) (IRS Employer Identification No.)
4950 MURPHY CANYON ROAD
SAN DIEGO, CA 92123
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (858) 874-7000
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 4: CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On February 7, 2000 GreyStone Digital Technology, Inc. (the
"Registrant") replaced Angell & Deering as independent accountants by appointing
J.H. Cohn LLP, who have acted as independent accountants for GreyStone
Technology, Inc. for the four years preceding its merger with Registrant. Angell
& Deering had served as independent accountants for the Registrant for the
business years ended December 31, 1988 through December 31, 1998.
Angell & Deering's audited financial statements for the years ended
December 31, 1998 and 1997 included limitations based on the assumption that
Express Capital Concepts, Inc. would continue as a going concern as a result of
a net loss, working capital deficiency and stockholders' deficit for each year.
Other than the uncertainty inherent in the going concern assumption, such
financial statements did not contain an adverse opinion or a disclaimer of
opinion nor was it modified as to uncertainty, audit scope or accounting
principles.
The Registrant's board of directors approved the appointment of J.H.
Cohn LLP as the successor independent accountants to Angell & Deering.
In connection with the prior audits, there have been no disagreements
with Angell & Deering on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.
(b) Appointment of New Independent Accountants (See item 4(a) above).
(c) The Registrant has provided the former independent accountants,
Angell & Deering, a copy of the above disclosures, and Angell & Deering has
furnished Registrant with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements. A copy of the
letter to the SEC, dated February 7, 2000, is filed as Exhibit 16 to this Form
8-K filing.
ITEM 5: OTHER EVENTS
On January 19, 2000, the Registrant announced the appointment of two new
outside members of the board of directors. A copy of the press release is
attached to this report in its entirety as an exhibit.
On January 21, 2000, the Registrant announced that it had signed a
letter of intent to acquire a privately held company through the issuance of
preferred stock. A copy of the press release is attached to this report in its
entirety as an exhibit.
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ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
16 Letter from Angell & Deering to SEC regarding its
concurrence or disagreement with the statements made in
Item 4 to this report.
99.1 Press Release issued by GreyStone Digital Technology,
Inc. on January 19, 2000 announcing the appointment of
two new outside directors.
99.2 Press Release issued by GreyStone Digital Technology,
Inc. on January 21, 2000 announcing the signing of a
letter of intent for its first acquisition.
ITEM 8: CHANGE IN FISCAL YEAR
On February 1, 2000 Registrant changed the fiscal year end date used in
its most recent filing from December 31 to March 31. Form 10Q will be filed by
Registrant for the transition period ended December 31, 1999.
SIGNATURE
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.
GREYSTONE DIGITAL TECHNOLOGY, INC.
Dated: February 7, 2000 By: /s/ RICHARD A. SMITH
-----------------------------
Richard A. Smith
Chief Executive Officer
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EXHIBIT 16: LETTER FROM ANGELL & DEERING TO SEC REGARDING ITS CONCURRENCE OR
DISAGREEMENT WITH THE STATEMENTS MADE IN ITEM 4 TO THIS REPORT.
ANGELL & DEERING
CERTIFIED PUBLIC ACCOUNTANTS
February 7, 2000
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Dear Gentlemen:
We have read item 4 of Form 8-K dated February 7, 2000 of GreyStone Digital
Technology, Inc. and are in agreement with the statements contained therein.
Sincerely,
/s/ ANGELL & DEERING
3801 EAST FLORIDA - SUITE 400 - DENVER, COLORADO 80210
(303)757-8119 - FAX (303)757-0327
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EXHIBIT 99.1: PRESS RELEASE ISSUED BY GREYSTONE DIGITAL TECHNOLOGY, INC. ON
JANUARY 19, 2000 ANNOUNCING THE APPOINTMENT OF TWO NEW OUTSIDE
DIRECTORS.
GREYSTONE ANNOUNCES NEW OUTSIDE DIRECTORS
SAN DIEGO - Jan. 19, 2000 -- GreyStone Digital Technology Inc. (OTC BB: GSTN),
announced today that Alan D. Stone and James W. Johnston have been appointed and
have agreed to serve on the company's board of directors.
Alan D. Stone has served as president and chief operating officer, and executive
vice president at Sega Enterprises, Inc., a leading video game and multimedia
entertainment company, since October 1991. During part of that time, he was also
president of Sega Gameworks, an arcade and location-based entertainment company.
Before that, Stone served as vice president, sales and marketing, for Nintendo
of America, Inc., a video game entertainment company that he co-founded in 1980.
Stone received a BA degree from the University of California, Berkeley, and an
MBA degree in finance and economics at the University of Washington, Seattle.
James W. Johnston is president and chief executive officer of StoneMarker
Enterprises, Inc., a consulting and investment company. He previously served as
vice chairman of RJR Nabisco, Inc. (NYSE: RN) from 1995 to 1996. From 1989 to
1996, he was chairman of R.J. Reynolds Tobacco Co., and was also chief executive
officer of that company until 1995. He was named a director of RJR Nabisco
Holdings Corp. in 1992 and chairman of R.J. Reynolds Tobacco International Inc.
in 1993. He retired from R.J. Reynolds in July 1996. Johnston began his business
career at Ford Motor Co. and has held senior management positions at various
subsidiaries of Northwest Industries, Inc. and Citibank N.A. He serves on
several boards, including those of the Sealy Corporation, AgriBioTech, Inc., and
various non-profit organizations. Johnston holds a B.S. degree in Accounting
from the University of Illinois and an MBA degree from Northwestern University.
"We are delighted that Al and Jim have agreed to become directors of GreyStone,"
said Richard A. Smith, GreyStone's chairman, president and chief executive
officer. "Each brings specific experience that will be beneficial to the company
as we execute our strategic plan. Jim's experience at the highest levels of
consumer and international business, and Al's tremendous record in the digital
entertainment area will provide invaluable guidance as we continue to strive to
increase value for our shareholders."
Based in San Diego, Calif., GreyStone Digital Technology, Inc. creates powerful,
interactive and networked 3-D software that enables users to interact in
real-time within a simulated digital environment. The company also provides
sophisticated engineering services enabling customers to realize more value from
applications of advanced digital technology on dedicated local-area or wide-area
networks or on the Internet. The company's products and services address a
growing demand from military, entertainment, and other major markets such as
multisensory communications and e-based transactions.
More information is available on the company's website at http://www.gstone.com.
This news release contains statements that are not purely historical, and as
such are forward-looking statements under the federal securities laws. These
include forward-looking statements regarding management's intentions, plans,
hopes, beliefs, expectations or projections of the
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future. These forward looking statements involve risks and uncertainties,
including without limitation, acceptance of the company's products and services;
additional financing requirements; the impact of competitive products or
pricing; technological changes; the effect of economic conditions; the ability
to successfully commercialize the company's entertainment products; the
company's dependence on key engineering, technical, and other personnel skilled
in government contracting; the ability of the government to terminate contracts
and subcontracts at any time ; and other risks and uncertainties detailed from
time to time in the company's reports filed with the Securities and Exchange
Commission. One or more of these factors could affect the company's business and
financial results in future periods, and could cause actual results to differ
materially from plans and projections. There can be no assurance that the
forward-looking statements made in this news release will prove to be accurate,
and issuance of such forward-looking statements should not be regarded as a
representation by the company, or any other person, that the objectives and
plans of the company will be achieved. All forward-looking statements made in
this news release are based on information presently available to management,
and the company assumes no obligation to update any forward-looking statements.
For more information, contact:
CDF Communications GreyStone Digital Technology, Inc.
Jamie Driscoll Richard A. Smith
888-414-0818 858-874-7000
[email protected] [email protected]
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EXHIBIT 99.2: PRESS RELEASE ISSUED BY GREYSTONE DIGITAL TECHNOLOGY, INC. ON
JANUARY 21, 2000 ANNOUNCING THE SIGNING OF A LETTER OF INTENT FOR
ITS FIRST ACQUISITION.
GREYSTONE ANNOUNCES LETTER OF INTENT FOR FIRST ACQUISITION
SAN DIEGO - Jan. 21, 2000 -- GreyStone Digital Technology Inc. (OTC BB: GSTN),
(GreyStone) announced today that it has signed a letter of intent to acquire a
company that designs, builds, and sells forensic surveillance, mobile
intelligence, and communications platforms on a customized contract basis
primarily for domestic and international customers in law enforcement,
intelligence, and military services.
The company said it proposes to complete the acquisition by issuing preferred
stock, with the number of shares yet to be determined. As previously announced,
the company has engaged Houlihan, Lokey, Howard & Zukin, a leading provider of
valuations and financial opinions, to provide strategic business advice relating
to the evaluation of potential acquisitions.
Richard A. Smith, GreyStone's chairman, president and chief executive officer,
said ,"this acquisition allows GreyStone to build from our core technologies and
grow revenues from applications suited to a broader spectrum of customers. Our
vision is to create synergy here. This synergy is a basic element of GreyStone's
strategy to add significant new sources of customers who can use our software,
protocols, and advanced digital technology and services that enable a variety of
customized applications for defense, law enforcement, entertainment, education,
wireless communications, the internet, e-commerce, and e-services."
The proposed acquisition is subject to a number of conditions including
completion of due diligence; successful execution of a definitive binding
agreement; receipt of all necessary corporate, shareholder, and governmental
approvals; and other conditions customary to such transactions.
Based in San Diego, Calif., GreyStone Digital Technology, Inc. creates powerful,
interactive and networked 3-D software and systems that enable users to collect,
access, see, hear, send, and interact with digital information in real-time. The
company also provides sophisticated engineering services enabling customers to
realize more value from applications of advanced digital technology on dedicated
local-area or wide-area networks or on the internet. The company's products and
services address a growing demand from military, entertainment, and other major
markets such as multisensory communications and e-based transactions.
More information is available on the company's website at http://www.gstone.com.
This news release contains statements that are not purely historical, and as
such are forward-looking statements under the federal securities laws. These
include forward-looking statements regarding management's intentions, plans,
hopes, beliefs, expectations or projections of the future. These forward-looking
statements involve risks and uncertainties, including without limitation,
acceptance of the company's products and services; additional financing
requirements; the impact of competitive products or pricing; technological
changes; the effect of economic conditions; the ability to successfully
commercialize the company's entertainment products; the company's dependence on
key engineering, technical, and other personnel skilled in government
contracting; the ability of the government to terminate contracts and
subcontracts at any time; and other risks and uncertainties detailed from time
to time in the company's reports filed with the
<PAGE> 2
Securities and Exchange Commission. One or more of these factors could affect
the company's business and financial results in future periods, and could cause
actual results to differ materially from plans and projections. There can be no
assurance that the forward-looking statements made in this news release will
prove to be accurate, and issuance of such forward-looking statements should not
be regarded as a representation by the company, or any other person, that the
objectives and plans of the company will be achieved. All forward-looking
statements made in this news release are based on information presently
available to management, and the company assumes no obligation to update any
forward-looking statements.
For more information, contact:
CDF Communications GreyStone Digital Technology, Inc.
Jamie Driscoll Richard A. Smith
888-414-0818 858-874-7000
[email protected] [email protected]
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