SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 29, 2004 Big Dog Holdings, Inc. ------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-22963 52-1868665 - --------------------- ------------- -------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 121 Gray Avenue, Santa Barbara, California 93101 --------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (805) 963-8727 Not Applicable --------------------------------------------- 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") dismissed 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 October 12, 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 October 12, 2004. 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 12, 2004 By: /s/ Roberta J. Morris --------------------- Roberta J. Morris Chief Financial Officer and Treasurer Exhibit Index Exhibit No. Description - ---------- ----------------------------------------- EX-16 Letter from Deloitte & Touche, LLP to the United States Securities and Exchange Commission, dated October 12, 2004.