GOLDEN SYSTEMS INC
8-K, 1998-10-09
ELECTRICAL INDUSTRIAL APPARATUS
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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 EXCHANGE ACT OF 1934


                       DATE OF REPORT:  OCTOBER 5, 1998
                       (DATE OF EARLIEST EVENT REPORTED)


                            GOLDEN SYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER


                                CALIFORNIA
               (State of Other Jurisdiction of Incorporation)


0-22698                                                         95-4021568
(Commission File Number)                                      (I.R.S. Employer
                                                             Identification No.)


                              2125-C MADERA ROAD
                             SIMI VALLEY, CA 93065
                    (Address of principal executive offices)
                                (805) 582-4400
              (Registrant's telephone number, including area code)


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ITEM 4.CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On October 5, 1998, Registrant received the written resignation of Arthur 
Andersen LLP, as auditors of Registrant, effective immediately.

For each of the fiscal years ended March 31, 1996 and March 31, 1997, the 
accountant's report on the financial statements was qualified as to the 
uncertainty of the Registrant to continue as a going concern.  This 
uncertainty was based on (1) the Registrant's default on payments due lenders 
in the amount of $8,306,000, (2) Indian Customs and Department of Revenue 
Intelligence allegations and investigations that could lead to additional 
duty and penalties against the Registrant's Indian subsidiary in the amount 
of $8.4 million and possible penal action, (3) continuing significant losses 
from operations, which resulted in a shareholder deficit of $14.2 million at 
March 31, 1997 and (4) a lack of a viable source of financing, other than 
from a related party.

Because of the resignation of the Registrant's former auditors, the Registrant 
engaged Farber & Hass LLP, as its new independent accountants.  This 
engagement for the audit of the financial statements for the fiscal year 
ended March 31, 1998, was effective October 8, 1998.

The Audit Committee of the Board of Directors of the Registrant has been 
advised of the former accountant resignation and has approved the engagement 
of the new independent accountant, Farber & Hass LLP, on October 8, 1998.

During the Company's two most recent audited fiscal years ended March 31, 
1997, and through October 5, 1998, there were no disagreements with Arthur 
Andersen LLP on any matter of accounting principles or practices, financial 
statement disclosure, or auditing scope or procedure, which disagreements, if 
not resolved to the satisfaction of Arthur Andersen LLP, would have caused it 
to make reference to the subject matter of the disagreements in connection 
with its report.

ITEM 7.FINANCIAL STATEMENTS AND EXHIBITS

       (a)  Financial statements of business acquired.
            Not applicable.

       (b)  Pro forma financial information.
            Not applicable.

       (c)  Exhibits.
            (16)Letter from Arthur Andersen LLP to the Securities and 
                Exchange Commission dated October 8, 1998.

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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 hereunto duly authorized.



                                                    Golden Systems, Inc.
                                             ---------------------------
                                                    (Registrant)



Date October 9, 1998                         By  /s/ Jawahar L. Tandon
     ---------------                             -----------------------
                                                 Jawahar L. Tandon
                                                 Chief Executive Officer

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October 8, 1998

Office of the Chief Accountant 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


Dear Sir/Madam:

We have read Item 4 included in the Form 8-K, dated October 5, 1998 of Golden 
Systems, Inc. to be filed on October 9, 1998 with the Securities and Exchange 
Commission and are in agreement with the statements contained therein.

Very truly yours,


/s/ Arthur Andersen LLP
- --------------------------
Arthur Andersen LLP

cc:  Jawahar L. Tandon, Chief Executive Officer
     Golden Systems



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