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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Filed pursuant to Section 13 of the
Securities Exchange Act of 1934
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KIDEO PRODUCTIONS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 333-2294 13-3729350
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
611 Broadway, Suite 523, New York, NY 10012
(Address of Principal Executive Offices) (Zip Code)
212-505-6605
fax 212-505-2142
(Registrant's Telephone Number)
August 29, 1996
(Date of Report -- Date of
Earliest Event Reported)
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Form 8-K (continued)-- Pg. 2 of 3 -- Filed pursuant to Section 13 of the
Securities Exchange Act of 1934.
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Item 4. Changes in Registrant's Certifying Accountant
On August 29, 1996, the Registrant engaged Arthur Andersen LLP as the
independent accountant to audit the Registrant's financial statements.
On that same date, the Registrant dismissed Goldstein Golub Kessler &
Co., P.C. ("GGK"), the independent accountant previously engaged by the
Registrant to audit its financial statements.
The decision to change accountants was approved by the Registrant's
Board of Directors.
The report of GGK on the Registrant's consolidated financial statements
for its fiscal years ended July 31, 1994 and July 31, 1995 contained an
explanatory paragraph stating that the Registrant's consolidated financial
statements had been prepared assuming that the Registrant would continue as a
going concern while expressing doubt as to the Registrant's ability to do so
without the infusion of additional capital. Except as stated in the previous
sentence, such report did not contain an adverse opinion or a disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.
In addition, such report did not give effect to the consummation in
June 1996 of the Registrant's initial public offering of shares of Common Stock
and Redeemable Warrants to purchase shares of Common Stock.
From August 1, 1994 through the date of GGK's dismissal, there have
been no disagreements with GGK on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure which
disagreements, if not resolved to GGK's satisfaction, would have caused GGK to
make reference to the subject matter thereof in connection with its report.
From August 1, 1994 through the date of GGK's resignation, there have
been no "reportable events" as that term is used in Item 304(a)(1)(v) of
Regulation S-K under the Securities Exchange Act of 1934.
Item 7. Exhibits
Filed as Exhibit A hereto is a copy of the letter delivered by GGK to
the Registrant pursuant to Item 304(a)(3) of Regulation S-K.
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Form 8-K (continued)-- Pg. 3 of 3 -- Filed pursuant to Section 13 of the
Securities Exchange Act of 1934.
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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.
KIDEO PRODUCTIONS, INC.
By /s/ Robert J. Riscica
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Robert J. Riscica
Vice President--Chief
Financial Officer
Date: September 6, 1996
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EXHIBIT A TO FORM 8-K OF
KIDEO PRODUCTIONS, INC.
[LOGO]
GOLDSTEIN GOLUB KESSLER & COMPANY, P.C.
Certified Public Accountants and Consultants
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[NEXIA INTERNATIONAL LOGO]
September 4, 1996
Securities and Exchange Commission
Washington, DC 20549
Re: Kideo Productions, Inc.
Commission File #333-2294
Gentlemen:
We have read the above referenced Registrant's response to Item 4 - Changes in
Registrant's Certifying Accountant with respect to its current report on Form
8-K dated August 29, 1996 and concur with the statements made therein.
Very truly yours,
/s/ GOLDSTEIN GOLUB KESSLER & COMPANY, P.C.
GOLDSTEIN GOLUB KESSLER & COMPANY, P.C.
1185 Avenue of the Americas New York, NY 10036-2602
TEL 212 372 1000 o FAX 212 372 1001 o INTERNET [email protected]
NEXIA INTERNATIONAL IS A WORLDWIDE NETWORK OF INDEPENDENT ACCOUNTING AND
CONSULTING FIRMS
LONG ISLAND OFFICE 333 EARLE OVINGTON BLVD UNIONDALE, NY 11553-3656
o TEL 516 222 9494 o FAX 516 222 8037
