<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): January 22, 1998
INTERNATIONAL CUTLERLY, LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
Delaware 1-13982 13-3796781
- --------------------------------------------------------------------------------
<S> <C> <C>
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
</TABLE>
127 West 25th Street, New York, New York 10011
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 924-7300
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On January 22, 1998, International Cutlery, Ltd. (the
"Registrant") appointed the accounting firm of BDO Seidman, LLP of New York, New
York as independent accountants for fiscal 1998 to replace Rothstein Kass &
Company P.C. of Roseland, New Jersey, who were dismissed effective with such
appointment. The Registrant's Board of Directors approved the change in
accountants.
(b) During the two most recent fiscal years and subsequent interim
period through January 22, 1998, there have been no disagreements with
Rothstein Kass & Company P.C. on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure or
any other reportable events.
(c) Rothstein Kass & Company P.C.'s report on the financial
statements for the past two years contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles, except that a going concern opinion was included in the
opinion for the financial statements for the year ended April 26, 1997.
(d) The Registrant has provided Rothstein Kass & Company P.C. with a
copy of this disclosure, and requested that Rothstein Kass & Company furnish a
letter to the Commission stating whether it agrees with the above statements.
(A copy of that letter is filed as Exhibit 1 to this Form 8-K/A-1).
<PAGE>
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.
INTERNATIONAL CUTLERY, LTD.
By: /s/ Joel J. Silver
------------------------------------
Joel J. Silver
President and Chairman of the Board
Dated: February 6, 1998
<PAGE>
EXHIBIT A
February 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by International Cutlery, Ltd. (copy attached),
which we understand was filed with the Commission, pursuant to Item 4 of Form
8-K, as part of the Company's Form 8-K/A report for the month of February, 1998.
We agree with the statements concerning our Firm in such Form 8-K/A.
Very truly yours,
/s/ Rothstein, Kass & Company, P.C.
------------------------------------
Rothstein, Kass & Company, P.C.