UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 5, 2009
FREDERICK’S OF HOLLYWOOD GROUP INC.
(Exact Name of Registrant as Specified in Charter)
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| New York
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1-5893
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13-5651322 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 1115 Broadway, New York, New York
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10010 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (212) 798-4700
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 4.01. Changes in Registrant’s Certifying Accountant.
On January 5, 2009, Frederick’s of Hollywood Group Inc. (the “Company”) was notified that,
effective December 31, 2008, the shareholders of Mahoney Cohen & Company, CPA, P.C. (“MC”), the
Company’s independent registered public accounting firm, became shareholders of Mayer Hoffman
McCann P.C. pursuant to an asset purchase agreement and that, as a result thereof, MC has resigned
as independent registered public accounting firm for the Company. The New York practice of Mayer
Hoffman McCann P.C. now operates under the name MHM Mahoney Cohen CPAs. The Audit Committee of the
Company’s Board of Directors has engaged MHM Mahoney Cohen CPAs to serve as the Company’s new
independent registered public accounting firm.
During the Company’s fiscal year ended July 26, 2008 and through the date of this Current
Report on Form 8-K, the Company did not consult with MHM Mahoney Cohen CPAs regarding any of the
matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
The audit report of MC on the consolidated financial statements of the Company as of and for
the year ended July 26, 2008 did not contain an adverse opinion or a disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with the audit of the Company’s consolidated financial statements for the fiscal
year ended July 26, 2008 and through the date of this Current Report on Form 8-K, there were (i) no
disagreements between the Company
and MC on any matters of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to the satisfaction of MC, would
have caused MC to make reference to the subject matter of the disagreement in their report on the
Company’s financial statements for such year or for any reporting period since the Company’s last
fiscal year end and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of
Regulation S-K.
The Company has provided MC a copy of the disclosures in this Form 8-K and has requested that
MC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or
not MC agrees with the Company’s statements in this Item 4.01. A copy of the letter dated January
6, 2009 furnished by MC in response to that request is filed as Exhibit 16.1 to this Current Report
on Form 8-K.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
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16.1 |
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Letter from Mahoney Cohen
& Company, CPA, P.C. to the Securities and Exchange
Commission, dated January 6, 2009 |
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