UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________

FORM 8-K/A

Amendment No. 1

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 8, 2013 

__________ 

SED INTERNATIONAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code (770) 243-1200

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:

Item 4.01. Changes in Registrant’s Certifying Accountant.

(a) As previously disclosed, on November 8, 2013, SED International Holdings, Inc. (the “Company”) terminated the engagement of CohnReznick LLP as its independent registered public accounting firm effective immediately. The Audit Committee of the Company approved such termination.

The reports of CohnReznick LLP on the Company’s financial statements for the fiscal years ended June 30, 2013 and 2012 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company’s financial statements for the fiscal years ended June 30, 2013 and 2012, and in the subsequent interim periods through November 8, 2013, there were no disagreements with CohnReznick LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope and procedure which, if not resolved to the satisfaction of CohnReznick LLP, would have caused CohnReznick LLP to make reference to the matter in its report.

In connection with the audits of the Company’s financial statements for the fiscal years ended June 30, 2013 and 2012, and in the subsequent interim periods through November 8, 2013, there were no “reportable events” as that term is defined in Item 304(a)(i)(v) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”).

The Company provided CohnReznick LLP with a copy of the foregoing disclosures, which were previously included in the Company’s Form 8-K filed on November 13, 2013, and requested CohnReznick LLP to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above disclosures, as required by applicable SEC rules. The letter of CohnReznick LLP in response to the Company’s Form 8-K filed on November 13, 2013 is attached to this Form 8-K/A as Exhibit 16. The Company disagrees with CohnReznick LLP regarding there being a “reportable event” as that term is defined in Item 304(a)(1)(v) of Regulation S-K. The Company also notes the following facts:

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

As previously disclosed, after assuming control of the Company’s Board of Directors on October 17, 2013, the new Board was informed that employees of the Company may have been providing false information to a significant vendor of the Company to obtain rebates from the vendor for a period of at least two years. The new Board has been undertaking an investigation of this matter with the assistance of outside legal counsel and a forensic accounting firm. The Company’s investigation is ongoing, and it has not yet determined all of the Company employees and officers who were involved in or may have directed the false reporting or whether the Company will be required to restate its historical financial statements. Currently, the Company believes that the amount of the rebates received by the Company but not earned totals approximately $2.16 million.

The Company brought this matter to the attention of CohnReznick LLP. After the close of business hours on November 12, 2013, CohnReznick LLP sent a letter to the Company stating that disclosure should be made or action taken to prevent future reliance on the Company’s financial statements as of and for the fiscal years ended June 30, 2013 and 2012 (as filed within the respective Annual Reports on Form 10-K) and for the quarterly periods within such years (as filed within the respective Quarterly Reports on Form 10-Q). As a result, the reports of CohnReznick LLP for these periods should no longer be relied upon. The Chair of the Audit Committee of the Company and legal counsel to the Company discussed the matters described in this Item 4.02 with representatives of CohnReznick LLP.

The Company provided CohnReznick LLP with a copy of the foregoing disclosures, which were previously included in the Company’s Form 8-K filed on November 13, 2013, and requested CohnReznick LLP to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above disclosures, as required by applicable SEC rules. A copy of that letter, dated November 18, 2013, is attached to this Form 8-K/A as Exhibit 16.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

16 Letter from CohnReznick LLP to the Securities and Exchange Commission.

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.

Date: November 19, 2013