SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 8, 2003
PIZZA INN, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-12919 47-0654575
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification Number)
3551 PLANO PARKWAY, THE COLONY, TX 75056
(Address of principal executive offices)(zip code)
Telephone number of registrant, including area code: (469) 384-5000
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ITEM 4. CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous independent accountants.
(i) On October 8, 2003, the Registrant dismissed PricewaterhouseCoopers LLP
as the independent accountants of Pizza Inn, Inc. (the "Registrant").
(ii) The decision to change accountants was recommended and approved by the
Audit Committee of Pizza Inn, Inc. with the concurrence of the Board of
Directors and management.
(iii) The reports of PricewaterhouseCoopers LLP on the financial statements
of the Registrant for the past two fiscal years did not contain an adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iv) In connection with its audits for the two most recent fiscal years and
through October 8, 2003, there were no disagreements with PricewaterhouseCoopers
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 PricewaterhouseCoopers LLP would have caused them to make
reference thereto in their reports on the financial statements for such years.
(v) During the fiscal year ended June 29, 2003, PricewaterhouseCoopers LLP
communicated to the Registrant a material weakness concerning controls
surrounding the reconciliation of deferred tax asset and liability balances.
The independent accountant has discussed this reportable event with the Audit
Committee of the Board of Directors of the Registrant. The Registrant has
authorized the former accountant to respond fully to the inquiries of the
successor accountant concerning this reportable event. During the two most
recent fiscal years and through October 8, 2003, there have been no other
reportable events (as defined in Regulation S-K, Item 304 (a) (1) (v)).
(vi) The Registrant provided PricewaterhouseCoopers LLP with a copy of this
Current Report on Form 8-K and has requested that PricewaterhouseCoopers LLP
furnish it with a letter addressed to the SEC stating whether or not it agrees
with the above statements. A copy of such letter is filed herein as Exhibit
16.1 to this Current Report on Form 8-K.
(b) New independent accountants.
The Registrant selected BDO Seidman, LLP as its new independent accountants as
of October 8, 2003. BDO Seidman, LLP is currently in the process of finalizing
their client-acceptance due diligence. During the two most recent fiscal years
and through October 8, 2003, the Registrant has not consulted with BDO Seidman,
LLP regarding either (i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the Registrant's financial statements, and neither a
written report was provided to the Registrant or oral advice was provided that
BDO Seidman, LLP concluded was an important factor considered by the Registrant
in reaching a decision as to the accounting, auditing or financial reporting
issue; or (ii) any matter that was either the subject of disagreement, as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a reportable event, as that term
is defined in Item 304(a)(1)(v) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c ) Exhibits.
16.1 Letter from PricewaterhouseCoopers, LLP to the Securities and
Exchange Commission agreeing with the statements made by the Company in Item
4 of this Current Report on Form 8-K.
99.1 Press Release dated October 14, 2003 announcing a change in
accountants.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PIZZA INN, INC.
By: /s/ Shawn M. Preator
Shawn M. Preator, Chief Financial Officer
Date: October 14, 2003
October 13, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by Pizza Inn, Inc. (the "Company") (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 October 8, 2003. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP
P R E S S R E L E A S E
FOR IMMEDIATE RELEASE
PIZZA INN ANNOUNCES CHANGE IN ACCOUNTANTS
THE COLONY, TEXAS -OCTOBER 14, 2003- PIZZA INN, INC. (NASDAQ:PZZI) announced
today that it has appointed BDO Seidman, LLP as its independent accountant,
effective as of October 8, 2003. BDO Seidman, LLP is currently in the process
of finalizing their client-acceptance due diligence. BDO Seidman, LLP replaces
PricewaterhouseCoopers LLP, which served as the Company's audit firm for more
than 14 years. The decision followed a thorough evaluation process, which
included other national firms as well as PricewaterhouseCoopers LLP, and was
arrived at by the Audit Committee.
The decision to change accountants was not the result of any disagreement
between the Company and PricewaterhouseCoopers LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures. The letter from PricewaterhouseCoopers LLP agreeing with these
statements is being filed today in the Company's Form 8-K related to this
announcement.
Dr. F. Jay Taylor, Chairman of the Audit Committee, stated: "Our selection of
BDO Seidman, LLP was based on its professional qualifications, the quality of
the audit and tax professionals who will be working with us, and its reasonable
cost. The quality of the people at PricewaterhouseCoopers and the excellent
professional services provided Pizza Inn for many years have made this a very
difficult decision to make. However, we decided a change in audit firms was in
the best interest of our stockholders.
Due to the auditor transition, the Company's earnings release for the quarter
ended September 28, 2003 is tentatively scheduled for the week of October 27,
2003.
The Company is the franchisor and food and supply distributor to more than 400
stores in 20 states and 10 foreign countries.