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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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) June 24, 1997
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UC TELEVISION NETWORK CORP.
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Delaware 0-199999 13-3557317
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(state of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
909 Third Avenue, 9th Floor, New York, New York 10022
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(Address of principal office)
Registrant's telephone number, including area code (212) 980-6600
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(Former name or former address, if changed since last report)
Item 4. Change in Registrant's Certifying Accountant
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Effective June 24, 1997, UC Television Network Corp. (the "Registrant")
dismissed Richard A. Eisner & Company, L.L.P. ("Eisner"), the Registrant's
independent accounting firm which was previously engaged as the principal
accountant to audit the Registrant's financial statements. The decision to
change accountants was recommended and approved by the Registrant's board of
directors.
In an audit report dated January 12, 1996 relating to the Registrant's
financial statements for the fiscal year ended October 31, 1995, Eisner stated
that "[T]he Company has suffered recurring losses from operations, anticipates
such losses will continue, and is in need of additional financing. These
factors raise substantial doubt about its ability to continue as an ongoing
concern." The report further stated that, "[T]he financial statements do not
include any adjustments that might result from the outcome of this uncertainty."
The Registrant has authorized Eisner to respond fully to the inquiries of Price
Waterhouse, L.L.P. ("Price Waterhouse"), the Registrant's new principal
accountant, concerning the subject matter of such statements.
Other than the matter discussed in the preceding paragraph, none of
Eisner's reports on the financial statements of the Registrant contained, for
either of the past two years, an adverse opinion or a disclaimer of opinion, nor
was it qualified or modified as to uncertainty, audit scope, or accounting
principles. During the Registrant's two most recent fiscal years and all
subsequent interim periods preceding Eisner's dismissal, there was no
disagreement with Eisner on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Eisner, would have caused
Eisner to make reference to the subject of the disagreement in connection with
its report. During the Registrant's two most recent fiscal years and all
subsequent interim periods preceding Eisner's dismissal, none of the kinds of
events listed in paragraphs (A) and (B) of Item 304(a)(1)(iv) of Regulation S-B
occurred.
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Effective June 24, 1997, the Registrant engaged Price Waterhouse as the
principal accountant to audit the Registrant's financial statements. During the
Registrant's two most recent fiscal years and any subsequent interim periods
prior to engaging Price Waterhouse, neither Registrant nor anyone on its behalf
consulted Price Waterhouse regarding any matter described in Item 304(a)(2)(i)
or (ii) of Regulation S-B.
The Registrant provided Eisner with a copy of the disclosures it is making
in this Current Report on Form 8-K prior to the filling of this report with the
Securities and Exchange Commission. Eisner has furnished the Registrant a copy
of a letter addressed to the Securities and Exchange Commission stating that
Eisner agrees with the statements made by the Registrant in Item 4 of this
report. Such letter is attached hereto as Exhibit 16.
Item 5. Other Events Effective June 24, 1997 the Board of Directors appointed
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C. Thomas McMillen and Hollis W. Rademacher to serve as directors of the
Registrant.
C. Thomas McMillen, age 45, currently serves as Chairman, Chief Executive
Officer and Director of Complete Wellness Centers, Inc. He also serves as a
director of the following publicly held companies: Commadore Applied
Technologies, Inc; Kellstrom, Inc. and North Atlantic Acquisition Corp. In
addition, Mr. McMillen is on the board of visitors of the University of Maryland
School of Public Affairs and is National Chairman of the University of Maryland
President's Club. He is an Advisory Council Member of the Paul Nitze School of
Advanced International Studies of the John Hopkins University; a member of the
Board of Directors of the International Visitors Center and also serves on the
Business Council for the Democratic National Committee. From 1987-1994 Mr.
McMillen served three consecutive terms in the U.S. House of Representatives for
the Fourth Congressional District of Maryland. He received his bachelor's degree
from the University of Maryland in 1974 and was awarded a Rhodes Scholarship on
which he received a Master of Arts in politics, philosophy and economics from
Oxford University in 1978.
Hollis W. Rademacher, age 61, is currently a private investor and an
investment consultant. From 1987 until his retirement in 1993, he served as the
Chief Financial Officer of Continental Bank Corporation and Continental Bank,
N.A. ("Continental") in Chicago Illinois. Prior to being named CFO, he held
various positions with Continental including Chief Credit Officer and Executive
Vice President. He currently serves on the board of directors for Wintrust
Financial Corporation (and several of its subsidiaries); Schawk, Inc. and
Cityscape Financial Corp., all of which are publicly held companies. Mr.
Rademacher received his bachelor's degree from the University of Minnesota in
1957.
Item 7. Financial Statements and Exhibits
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(c) Attached as Exhibit 16 is a letter from Eisner dated July 1, 1997,
certifying to the Securities and Exchange Commission that Eisner has been
provided a copy of this report and agrees, in all material respects, with all
statements made by the Company in Item 4 of this report.
Item 8. Change in Fiscal Year
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By a resolution of the Board of Directors of the Registrant dated June 24,
1997, the fiscal year end of the Registrant was changed from October 31 to
December 31. The transition period (i.e. November 1, 1997 through December 31,
1997) will be covered by a report on Form 10-QSB to be filed with the Securities
and Exchange Commission within 45 days after December 31, 1997.
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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 hereunto duly authorized.
July 1, 1997 UC TELEVISION NETWORK CORP.
By: /s/ Jason Elkin
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Jason Elkin
Chairman of the Board and
Chief Executive Officer
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EXHIBIT 16
[EISNER & CO. LETTERHEAD]
July 1, 1997
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
The undersigned served as the certifying accountant for UC Television
Network Corp. (the "Company") from October, 1991 until June 24, 1997. The
Company has furnished the undersigned with a copy of the Form 8-K which the
Company intends to file with the Securities and Exchange Commission on July 1,
1997, and the undersigned agrees, in all material respects, with the statements
made by the Company in Item 4 of such report except for the Company's
relationship with Price Waterhouse as to which the undersigned has no knowledge.
Richard A. Eisner & Company, L.L.P.
By: /s/ Richard A. Eisner & Company
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