SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 17, 2000
SPENCER'S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13818 06-1369616
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
106 Federal Road, Danbury, CT 06810
(Address of principal executive offices) (Zip code)
(203) 798-1390
(Registrant's telephone number, including area code)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a) On August 17, 2000, the Registrant dismissed KPMG LLP ("KPMG") as its
independent accountants. This action had been approved by Registrant's Board of
Directors. KPMG issued a report on the Registrant's June 28, 1998 and June 30,
1999 consolidated financial statements, which included an explanatory paragraph
noting uncertainty over the Registrant's ability to continue as a going concern.
During the period of its engagement there were no disagreements between the
Registrant and KPMG within the meaning of Instruction 4 of Item 304 of
Regulation S-K on any matter of accounting principles or practices, financial
statement disclosure, or audit scope and procedure, which disagreement, if not
resolved to the satisfaction of KPMG, would have caused them to make reference
to the subject matter of the disagreement in connection with its opinion.
(b) On August 17, 2000 the Board of Directors of the Registrant appointed
Cogen Sklar LLP ("CS") as its independent accountants. Prior to such engagement,
the Registrant did not consult with CS regarding the application of accounting
principles to a specified transaction, or the type of audit opinion that may be
rendered with respect to the Registrant's consolidated financial statements.
The Registrant has authorized KPMG to respond fully to the inquiries of the
Registrant's successor accountants concerning the Registrant's internal
controls. KPMG has indicated that it will cooperate fully in effecting an
orderly transition. None of the reportable events described in Item 304(a)(1)(v)
of Regulation S-K occurred with respect to the Registrant within the two most
recent fiscal years and through the interim period.
The Registrant has requested KPMG furnish it with a letter addressed to the
SEC stating whether or not it agrees with the above statements. A copy of the
letter from KPMG, dated August 31, 2000, is filed as Exhibit 16 to this Form
8-K/A.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 16. Letter by independent accountants in connection with the disclosure
under Item 4 of this Report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
Spencer's Restaurants, Inc.
By: /s/ Ken Berry
--------------------------------
Ken Berry, President
Date: August 31, 2000
