<PAGE> 1
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 (Date of earliest event reported) September 18, 1997
-------------------------------
VSI Enterprises, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10927 84-1104448
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5801 Goshen Springs Road, Norcross, Georgia 30071
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 242-7566
------------------------------
Not applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On September 18, 1997, VSI Enterprises, Inc. (the "Company") dismissed
its independent auditors, Grant Thornton LLP, and on the same date authorized
the engagement of the firm of Arthur Andersen LLP as its independent auditors
for the fiscal year ending December 31, 1997. Each of these actions was approved
by the Board of Directors of the Company. It is anticipated that the engagement
of Arthur Andersen LLP will be formalized within the next ten days.
The report of Grant Thornton LLP on the financial statements of the
Company for the fiscal years ended December 31, 1996 and 1995 did not contain
any adverse opinion or a disclaimer of opinion, nor was qualified or modified
as to uncertainty, audit scope or accounting principles.
In connection with the audit of the fiscal years ended December 31,
1996 and 1995 and for the unaudited interim period through September 18, 1997,
there were no disagreements with Grant Thornton LLP on any matter of accounting
principle or practice, financial statement disclosure, or audit procedure or
scope which disagreement, if not resolved to the satisfaction of Grant Thornton
LLP, would have caused it to make reference to the subject matter of the
disagreement in its report. Further, during the fiscal years ended December 31,
1996 and 1995 and the unaudited interim period through September 18, 1997,
neither the Company nor any of its representatives sought the advice of Arthur
Andersen LLP regarding the application of accounting principles to a specific
completed or contemplated transaction or the type of audit opinion that might
be rendered on the Company's financial statements, which advice was an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue.
In connection with the audit of the fiscal years ended December 31,
1996 and 1995 and the unaudited interim period through September 18, 1997, Grant
Thornton LLP did not advise the Company that (i) the internal controls necessary
for the Company to develop reliable financial statements did not exist; (ii)
that information had come to its attention that led it to no longer be able to
rely on management's representations, or that made it unwilling to be associated
with the financial statements prepared by management; (iii) that there existed a
need to expand significantly the scope of its audit, or that information had
come to Grant Thornton LLP's attention during the fiscal periods, that if
further investigated may (a) materially impact the fairness or reliability of
either: a previously issued audit report or the underlying financial statements,
or the financial statements issued or to be issued covering the fiscal period
subsequent to the date of the most recent financial statements covered by an
audit report (including information that may prevent it from rendering an
unqualified audit report on those financial statements), or (b) cause Grant
Thornton LLP to be unwilling to rely on management's representations or be
associated with the Company's financial statements, and due to Grant Thornton
LLP's dismissal did not so expand the scope of its audit or conduct such further
investigation; or (iv) that information had come to Grant Thornton LLP's
attention that it concluded materially impacts the fairness or reliability of
either (a) a previously issued audit report or the underlying financial
statements, or (b) the financial statements issued or to be issued covering the
fiscal period subsequent to the date of the most recent financial statements
covered by an audit report (including information that, unless resolved to Grant
Thornton LLP's satisfaction, would prevent it from rendering an unqualified
audit report on those financial
-2-
<PAGE> 3
statements), and due to Grant Thornton LLP's dismissal, the issue has not be
resolved to Grant Thornton LLP's satisfaction prior to its dismissal.
The Company has requested that Grant Thornton LLP furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. A copy of Grant Thornton LLP's letter to the
Securities and Exchange Commission will be filed as Exhibit 16.1 to an amendment
to this Form 8-K.
ITEM 5. OTHER EVENTS.
On September 15, 1997, the Company elected Judi North, age 50, as its
President and Chief Executive Officer and as a director of the Company,
effective October 16, 1997. Ms. North has served in various capacities with
BellSouth Telecommunications over the past 25 years, including most recently as
President of its Consumer Services Division.
Richard K. Snelling will remain the Company's Chairman of the Board,
while B.R. Brewer will retain his positions as Group President and Chief
Financial Officer of the Company.
On August 18, 1997, the United States Court for the Northern District
of Georgia, Atlanta Division, dismissed with prejudice a lawsuit previously
filed against the Company and its Chief Executive Officer. The lawsuit was filed
on January 3, 1997 and alleged securities violations by the Company and its
Chief Executive Officer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits:
16.1 Letter re: Change in Certifying Accountant (to be filed by
amendment)
-3-
<PAGE> 4
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.
VSI ENTERPRISES, INC.
By: /s/ B.R. Brewer
-----------------------------
B.R. Brewer, Group President
Dated: September 24, 1997
----------------------------
-4-
