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 (Date of earliest event reported): NOVEMBER 4, 2004
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CATUITY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-30045 38-3518829
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2711 E. JEFFERSON AVE.
DETROIT, MICHIGAN 48207 (313)-567-4348
(Address of principal (Registrant's telephone number,
executive offices) including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions
/ / Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b), under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c), under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01. CHANGE IN CERTIFYING ACCOUNTANT
On November 1, 2004 Catuity Inc. named BDO Seidman, LLP as its independent
accounting firm, replacing Ernst & Young LLC. Catuity previously disclosed, in a
Form 8-K filing dated September 24, 2004, of its intent to put its audit out for
bid. BDO will begin its engagement with the review of Catuity's financial
statements for the third quarter of 2004 and will perform the audit for
Catuity's 2004 fiscal year ending on December 31, 2004.
During the two most recent fiscal years ended December 31, 2003 and 2002, and
through November 1, 2004, the Company has not consulted with BDO 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 Company's consolidated financial statements; or (ii) any matter
that was either the subject of a disagreement (as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to that Item) or a
reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation
S-K).
The change in accountants referenced herein was approved by the Company's
independent Audit Committee on November 1, 2004.
The Company requested BDO review this Form 8-K and provided BDO with the
opportunity to furnish the Company with a letter addressed to the SEC containing
any new information, clarification of the Company's expression of its views, or
the respects in which it does not agree with the statements made by the Company.
BDO has advised the Company that it has reviewed this filing and has no basis on
which to submit a letter addressed to the SEC in response to item 304 of
Regulation S-K.
A copy of the press release issued on November 4, 2004 is included as Exhibit
99.3 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.3 Catuity Names BDO Seidman LLP as its Independent Accountants
SIGNATURE
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.
CATUITY INC.
(Registrant)
By /s/ John H. Lowry
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John H. Lowry
Senior Vice President,
Chief Financial Officer & Secretary
Date: November 4, 2004
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.3 Catuity Names BDO Seidman LLP as its Independent Accounts