Microsoft Word 10.0.5815;UNITED STATES
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): September 28, 2004
Big Dog Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-22963 52-1868665
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
121 Gray Avenue, Santa Barbara,
California 93101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 963-8727
Not Applicable
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Former name or former address, if changed since last report
Item 4.01. Changes in Registrant's Certifying Accountant.
Big Dog Holdings, Inc. (the "Company") replaced Deloitte & Touche, LLP
("Deloitte") as the independent auditor of the Company, effective September 29,
2004. The Company has engaged Singer Lewak Greenbaum & Goldstein LLP ("SLGG") as
its independent auditor, effective September 29, 2004. The decision to change
independent auditors and the appointment of the new auditors was made by the
Audit Committee of the Company's Board of Directors. The audit reports of
Deloitte on the Company's financial statements for the fiscal years ended
December 31, 2003 and December 31, 2002 did not contain an adverse opinion or a
disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2003 and December 31, 2002, and the
period through the date of this disclosure, there were no disagreements with
Deloitte on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to Deloitte's satisfaction, would have caused them to make
reference to the subject matter of the disagreement in connection with their
report on the Company's financial statements for such years.
During the fiscal years ended December 31, 2003 and December 31, 2002, and
through the date of this disclosure, Deloitte did not advise the Company with
respect to any of the matters described in paragraphs (a)(1)(v)(A) through (D)
of Item 304 of Regulation S-K.
During the two most recent fiscal years and the period through the date of this
disclosure, the Company did not consult with SLGG regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; (ii) the type of audit opinion that might be rendered on
the Company's financial statements; or (iii) any matter that was either the
subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or
a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided Deloitte with a copy of the foregoing disclosure.
Attached as an exhibit hereto is a copy of Deloitte's letter, dated September
29, 2004, in response to the foregoing disclosure.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
EX-16: Letter from Deloitte & Touche, LLP to the United States Securities and
Exchange Commission, dated September 29, 2004.
The information in this Form 8-K and Exhibit shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any such filing under the Securities Act of
1933, except as shall be expressly set forth by specific reference in such
filing.
EX-16
September 29, 2004
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4.01 of Big Dog Holdings Inc.'s Form 8-K dated October 1,
2004, and have the following comments:
1. We agree with the statements made in
the first, third and fourth sentence in the first paragraph along with the
second and third paragraphs of Item 4.
2. We have no basis on which to agree or disagree with the statements made in
the second sentence of the first paragraph or with the entire fourth paragraph
of Item 4.
Yours truly,
\s\ Deloitte & Touche LLP
Los Angeles, California
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.
Big Dog Holdings, Inc.
(Registrant)
October 1, 2004 By: /s/ Roberta J. Morris
_____________________
Roberta J. Morris
Chief Financial Officer and Treasurer
Exhibit Index
Exhibit No. Description
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EX-16 Letter from Deloitte & Touche, LLP to the
United States Securities and Exchange
Commission, dated September 29, 2004.