================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 8-K
CURRENT REPORT
Pursuant to Section l3 or l5(d) of the
Securities Exchange Act of l934
Date of Report (Date of earliest event reported) May 8, 1997
SLM INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 34-0-19596 13-36-32297
- ------------------------- ----------- -------------------
(State of other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
c/o Maska U.S.,Inc.
77 ROUTE 25, PIERSON INDUSTRIAL PARK, BRADFORD, VT 05033
-------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(518) 773-4401
----------------------------------------------------
(Registrant's telephone number, including area code)
-------------------------------------------------------------
(Former name or former address, if changed since last report)
================================================================================
<PAGE>
Item 4. Changes in Registrant's Certifying Accountants
(i) The Company's former accountants, Coopers & Lybrand LLP, were
dismissed on May 8, 1997.
(ii) Coopers & Lybrand LLP's report on the Company's financial statements
for the fiscal year ended December 31, 1995 was qualified by a
paragraph reading as follows:
"The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As
described in Note 1 to the financial statements, the Company has
incurred significant losses from operations and negative cash
flows for the year ended December 31, 1995. In addition, Buddy L
Inc., a subsidiary, filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court on March 2, 1995, and six other
subsidiaries filed for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court on
October 24, 1995. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's
plans in regards to these matters are described in Note 1. The
financial statements do not include any adjustments that might
result from the outcome of these uncertainties."
(iii) The Company's change of accountants was approved by the Company's
Board of Directors on April 30, 1997.
(iv) During the fiscal years ended December 31, 1995 and 1996 there were no
disagreements with the Company's former accountants on any matter of
accounting principles or practices, financial statement disclosure or
accounting scope or procedure.
(v) None of the events set forth below have occurred during the fiscal
years ended December 31, 1995 or 1996:
<PAGE>
(A) The Company's former accountants having advised the
Company that the internal controls necessary for the Company to
develop reliable financial statements do not exist;
(B) The Company's former accountants having advised the
Company that information has come to their attention that has led
it to no longer be able to rely on management's representations,
or that has made it unwilling to be associated with the financial
statements prepared by management;
(C)(1) The Company's former accountants having advised the
Company of the need to expand significantly the scope of its
audit, or that information has come to their attention during the
fiscal years ended December 31, 1995 and December 31, 1996, that
if further investigated may: (i) materially impact the fairness
or reliability of either: a previously issued audit report of the
underlying financial statements; or the financial statements
issued or to be issued covering the fiscal period(s) 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 (ii) cause it to be unwilling to rely on
management's representations or be associated with the Company's
financial statements, and
(2) Due to the Company's former accountants dismissal, or
for any other reason, the accountants did not so expand the scope
of its audit or conduct such further investigation; or
(D)(1) The Company's former accountants having advised the
Company that information has come to their attention that it has
concluded materially impacts the fairness or reliability of
either: (i) a previously issued audit report or the underlying
financial statements, or (ii) the financial statements issued or
to be issued covering the fiscal period(s) subsequent to the date
of the most recent financial statements covered by an audit
report (including information that,
<PAGE>
unless resolved to their satisfaction, would prevent it from
rendering an unqualified audit report on those financial
statements), and
(2) Due to the Company's former accountants dismissal, or
for any other reason, the issue has not been resolved to the
accountants' satisfaction prior to its dismissal.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
1. Letter, dated May 8, 1997, from Coopers & Lybrand LLP to the SEC.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SLM INTERNATIONAL, INC.
------------------------------------
(Registrant)
/s/ RUSSELL J. DAVID
------------------------------------
(Signature)
Russell J. David
Vice President, Finance
Date: May 8, 1997
[COOPERS & LYBRAND--LOGO]
May 8, 1997
Securities and Exchange Commission
450 Fifty Street, N.W.
Washington, DC 20549
Gentlemen:
We have read the statements made by SLM International, Inc., which we understand
was filed with the Commission, pursuant to Item 4 of Form 8-K, on April 30,
1997. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ COOPERS & LYBRAND L.L.P.
-----------------------------
Coopers & Lybrand L.L.P.
