content: <PAGE>
  
                        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): February 28, 2000
  
  
                                 Azul Holdings Inc.
               ----------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
  
                                      Delaware
               ----------------------------------------------------
                   (State or Other Jurisdiction of Incorporation)
  
  
     000-14747                                   04-2751102
  ---------------------                  ---------------------------
  (Commission File Number)           (I.R.S. Employer Identification No.)
  
  
  30 New Crossing Road
  Reading, MA                                        01867
  ---------------------                      ----------------------
  (Address of principal executive offices)         (Zip Code)
  
  
                                   (781) 756-4400
                          -------------------------------
                (Registrant's telephone number including area code)
  
                          -------------------------------
            Former Name or Former Address, if Changed Since Last Report
  
  
  
                                         1
  
  <PAGE>
  
  Item 4. Changes in Registrant's Certifying Accountant.
       On February 28, 2000, Azul Holdings Inc. dismissed PricewaterhouseCoopers
  LLP as its independent accountants. The Registrant's Audit Committee and Board
  of Directors participated and approved the decision to change independent
  accountants. The Registrant has appointed Richard A. Eisner & Company, LLP to
  replace PricewaterhouseCoopers LLP as its independent accountants.
  
       The reports of PricewaterhouseCoopers LLP on the financial statements for
  the past two years contained no adverse opinion or disclaimer of opinion and
  were not qualified or modified as to uncertainty, audit scope or accounting
  principle, except that their report dated June 25, 1999, relating to their
  audit of the financial statements for the year ending March 31, 1999, included
  a separate paragraph regarding the Registrant's ability to continue as a going
  concern and their report dated June 11, 1998, relating to their audit of the
  financial statements for the year ending March 31, 1998, disclaimed an opinion
  as a result of significant uncertainties regarding the Registrant's ability to
  continue as a going concern.
  
       In connection with its audits of the two most recent fiscal years and
  through February 28, 2000, there have been no disagreements with
  PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
  financial statement disclosure, or auditing scope or procedure, which
  disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP
  would have caused them to make reference thereto in their report on the
  financial statements for such years.
  
       The Registrant has supplied PricewaterhouseCoopers with a copy of this
  Form 8-K in compliance with Item 304(a)(3) of Regulation S-K of the Securities
  and Exchange Commission.
  
  
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
       (c) Exhibits. See Exhibit Index attached hereto.
  
  
  
                                         2
  
  <PAGE>
  
                                     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 hereunto duly authorized.
  
  
  Date: March 2, 2000
                                                    AZUL HOLDINGS INC.
                                            -------------------------------
                                                       (Registrant)
  
  
  
                                            By: /s/ Wendy Darland
                                            -------------------------------
                                            Wendy Darland
                                            Vice President,
                                            Chief Financial Officer,
                                            Secretary and Treasurer
  
  
  
                                         3
  
  <PAGE>
  
                                EXHIBIT INDEX
  
  
  
  <TABLE>
  <S>         <C>
   Exhibit
   Number     Description
  --          -------------------------------------------------------------------------
  16          Letter from PricewaterhouseCoopers, L.L.P. pursuant to Item 304(a)(3) of
              Regulation S-K of the Securities and Exchange Commission
  </TABLE>
  
                                         4
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4836}]
metadata_filer: {"company-data": {"conformed-name": "AZUL HOLDINGS INC", "cik": "0000721080", "assigned-sic": "7373", "irs-number": "042751102", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14747", "film-number": "559543"}, "business-address": {"street1": "30 NEW CROSSING ROAD", "city": "READING", "state": "MA", "zip": "01867", "phone": "7817565231"}, "mail-address": {"street1": "30 NEW CROSSING ROAD", "city": "READING", "state": "MA", "zip": "01880"}, "former-company": {"former-conformed-name": "XYVISION INC", "date-changed": "19920703"}}
text: 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): February 28, 2000
  
                                 Azul Holdings Inc.
               ----------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
                                      Delaware
               ----------------------------------------------------
                   (State or Other Jurisdiction of Incorporation)
  
     000-14747                                   04-2751102
  ---------------------                  ---------------------------
  (Commission File Number)           (I.R.S. Employer Identification No.)
  
  30 New Crossing Road
  Reading, MA                                        01867
  ---------------------                      ----------------------
  (Address of principal executive offices)         (Zip Code)
  
                                   (781) 756-4400
                          -------------------------------
                (Registrant's telephone number including area code)
  
                          -------------------------------
            Former Name or Former Address, if Changed Since Last Report
  
                                         1
  Item 4. Changes in Registrant's Certifying Accountant.
       On February 28, 2000, Azul Holdings Inc. dismissed PricewaterhouseCoopers
  LLP as its independent accountants. The Registrant's Audit Committee and Board
  of Directors participated and approved the decision to change independent
  accountants. The Registrant has appointed Richard A. Eisner & Company, LLP to
  replace PricewaterhouseCoopers LLP as its independent accountants.
  
       The reports of PricewaterhouseCoopers LLP on the financial statements for
  the past two years contained no adverse opinion or disclaimer of opinion and
  were not qualified or modified as to uncertainty, audit scope or accounting
  principle, except that their report dated June 25, 1999, relating to their
  audit of the financial statements for the year ending March 31, 1999, included
  a separate paragraph regarding the Registrant's ability to continue as a going
  concern and their report dated June 11, 1998, relating to their audit of the
  financial statements for the year ending March 31, 1998, disclaimed an opinion
  as a result of significant uncertainties regarding the Registrant's ability to
  continue as a going concern.
  
       In connection with its audits of the two most recent fiscal years and
  through February 28, 2000, there have been no disagreements with
  PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
  financial statement disclosure, or auditing scope or procedure, which
  disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP
  would have caused them to make reference thereto in their report on the
  financial statements for such years.
  
       The Registrant has supplied PricewaterhouseCoopers with a copy of this
  Form 8-K in compliance with Item 304(a)(3) of Regulation S-K of the Securities
  and Exchange Commission.
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
       (c) Exhibits. See Exhibit Index attached hereto.
  
                                         2
  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 hereunto duly authorized.
  
  Date: March 2, 2000
                                                    AZUL HOLDINGS INC.
                                            -------------------------------
                                                       (Registrant)
  
                                            By: /s/ Wendy Darland
                                            -------------------------------
                                            Wendy Darland
                                            Vice President,
                                            Chief Financial Officer,
                                            Secretary and Treasurer
  
                                         3
  EXHIBIT INDEX
  Exhibit
   Number     Description
  --          -------------------------------------------------------------------------
  16          Letter from PricewaterhouseCoopers, L.L.P. pursuant to Item 304(a)(3) of
              Regulation S-K of the Securities and Exchange Commission
  4