-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NO19WfrS+93EUcADGBv4PH/rKtlFFOAxOjHOcCOxRRwz7t9qIJ0HqnY2JzsJ1dEo HayMQq56NS2/wBJeiWdphA== 0001073339-02-000004.txt : 20020415 0001073339-02-000004.hdr.sgml : 20020415 ACCESSION NUMBER: 0001073339-02-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020301 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL INFORMATION SYSTEMS CORP CENTRAL INDEX KEY: 0000024071 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 160956508 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08860 FILM NUMBER: 02573944 BUSINESS ADDRESS: STREET 1: 45 BROADWAY ATRIUM STREET 2: SUITE 1105 CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 3154551900 MAIL ADDRESS: STREET 1: 45 BROADWAY ATRIUM STREET 2: SUITE 1105 CITY: NEW YORK STATE: NY ZIP: 10006 8-K 1 cis8k030102.txt CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 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 (Date of earliest event reported) March 1, 2002 CONTINENTAL INFORMATION SYSTEMS CORPORATION ------------------------------------------- (Exact name of registrant as specified in its charter) New York 0-25104 16-0956508 -------- ------- ---------- State or other jurisdiction Commission IRS Employer of incorporation File Number Identification No. 74 Broad Street, 3rd Floor New York, New York 10004 - -------------------------------------- -------- Address of principal executive offices Zip Code (212) 771-1000 -------------- Registrant's Telephone Number, Including Area Code CONTINENTAL INFORMATION SYSTEMS CORPORATION - -------------------------------------------------------------------------------- Item 4. Changes in Registrant's Certifying Accountant. --------------------------------------------- (a) Previous Independent Accountants. (i) On March 1, 2002, Continental Information Systems Corporation (the "Company") dismissed PricewaterhouseCoopers ("PWC"), which had served as the Company's independent accountants for the fiscal year ended May 31, 2001. (ii) The reports of PWC on the Company's audited financial statements for the two years ended May 31, 2001 and 2000 did not contain an adverse opinion or a disclaimer of opinion nor were they modified as to uncertainty, audit scope or accounting principle, except that the reports of PWC for each of the past two fiscal years contained an explanatory paragraph expressing substantial doubt relating to the Company's ability to continue as a "going concern." (iii) The Company's Board of Directors approved the change in the Company's accountants based upon the desire to reduce operating costs. The Company has no audit or similar committee of the Board of Directors. (iv) During the Company's two most recent fiscal years and through March 1, 2001, the Company has had no disagreements with PWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to PWC's satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with its reports on the financial statements for such years. (v) During the Company's two most recent fiscal years and through March 1, 2001, the Company has had no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities Act of 1933, as amended). (vi) The Company has requested that PWC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made above. Attached as Exhibit 16.1 to this report is a copy of such letter from PWC. (b) New Independent Accountants. (i) On March 1, 2002, the Company engaged Lazar Levine & Felix LLP ("LLF"), whose business address is 350 Fifth Avenue, New York, New York 10118-0170, to act as the Company's independent accountants for the fiscal year ending May 31, 2002. (ii) The Company had not consulted with LLF prior to LLF's retention on any matter regarding: (A) either the application of accounting principles or the type of audit opinion that might be rendered on the Company's financial statements or (B) any other matter that was either the subject of any disagreement between us and our former auditor or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities Act of 1933, as amended). Item 5. Other Events ------------ Effective March 1, 2002, the Company has moved its principal executive offices to 74 Broad Street, 3rd Floor, New York, New York 10004. Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits 16.1 Letter from PricewaterhouseCoopers, dated March 8, 2002. 2 CONTINENTAL INFORMATION SYSTEMS CORPORATION - -------------------------------------------------------------------------------- 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 thereunto duly authorized. CONTINENTAL INFORMATION SYSTEMS CORPORATION Date: March 13, 2002 By: /s/Jonah M. Meer ----------------------------------- Name: Jonah M. Meer Title: Chief Financial Officer 3 EX-16 3 cis8k030102respltr.txt RESPONSE LETTER FROM NEW ACCOUNTANTS March 8, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by Continental Information Systems Corporation (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated March 1, 2002. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, PricewaterhouseCoopers LLP -----END PRIVACY-ENHANCED MESSAGE-----