-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GlcmafMI9FfbxcrPf/KJXmoRyyaVI8bnX7RLsqj1o7WU+MRYbL7qUMYJrk58P1MA MqVj6/rTJKqP5Cik/pJtwg== 0000936392-97-000821.txt : 19970618 0000936392-97-000821.hdr.sgml : 19970618 ACCESSION NUMBER: 0000936392-97-000821 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970610 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970617 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IPL SYSTEMS INC CENTRAL INDEX KEY: 0000351810 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 042511897 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10370 FILM NUMBER: 97625522 BUSINESS ADDRESS: STREET 1: 124 ACTON ST CITY: MAYNARD STATE: MA ZIP: 01754 BUSINESS PHONE: 5084611000 MAIL ADDRESS: STREET 2: 124 ACTON STREET CITY: MAYNARD STATE: MA ZIP: 01754 8-K 1 FORM 8-K 1 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): JUNE 10, 1997 IPL SYSTEMS, INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS (State or other jurisdiction of incorporation) 0-10370 33-026715 (Commission File No.) (IRS Employer Identification No.) 124 ACTON STREET MAYNARD, MASSACHUSETTS 01754 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (508) 461-1000 2 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS On June 3, 1997, IPL Acquisition Corp., a Delaware corporation ("IPL Sub") and a wholly owned subsidiary of IPL Systems, Inc. ("IPL") merged with and into Andataco, a California corporation ("Andataco"), pursuant to an Agreement and Plan of Merger and Reorganization, dated February 28, 1997, among IPL, IPL Sub, Andataco and W. David Sykes, a shareholder of Andataco ("Sykes") (the "Merger Agreement"). Upon consummation of the merger of IPL Sub with Andataco (the "Merger"), IPL Sub ceased to exist, and Andataco, the surviving corporation, became a wholly owned subsidiary of IPL. Prior to the Merger, Deloitte & Touche LLP ("Deloitte & Touche") had served as IPL's independent accountants, and Price Waterhouse LLP ("Price Waterhouse") had served as Andataco's independent accountants. The new management of IPL following the Merger has determined to engage Price Waterhouse as IPL's independent accountants after completion of the Merger and has so notified Deloitte & Touche. On June 10, 1997, IPL's Board of Directors ratified management's decision to engage Price Waterhouse as IPL's independent accountants for the fiscal year ending October 31, 1997. The reports of Deloitte & Touche for the two fiscal years ended December 31, 1995 and 1996, do 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, financial statement disclosure or practice, except that the report for the year ended December 31, 1996 included an explanatory paragraph relating to an uncertainty regarding the ability of IPL to continue as a going concern. Moreover, during such two fiscal years and any subsequent interim period proceeding the date of IPL's change in accountants, there have been no disagreements with Deloitte & Touche on any matter of accounting principles or practices, financial statement disclosure or audit scope or procedure, nor were there any reportable events with respect to which disclosure is required under this Item 4. A letter of Deloitte & Touche addressed to the Securities and Exchange Commission, is attached hereto as Exhibit 99.1. 2 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. 99.1 Letter of Deloitte & Touche LLP. 3 4 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. IPL SYSTEMS, INC. Dated: June 16, 1997 By: /s/ Richard A. Hudzik --------------------------- Richard A. Hudzik Vice President, Finance, Chief Financial Officer, Treasurer and Clerk 4 5 INDEX TO EXHIBITS
PAGE NO. 99.1 Letter of Deloitte & Touche LLP.
5 EX-99.1 2 EXHIBIT 99.1 1 Exhibit 99.1 June 17, 1997 Securities and Exchange Commission Mail Stop 9-5 450 5th Street, N.W. Washington, D.C. 20549 Dear Sirs/Madams: We have read and agree with the comments in Item 4 of Form 8-K of IPL Systems, Inc. dated June 10, 1997, except that we have no basis to agree or disagree with the comments made in the third sentence of the second paragraph of Item 4. Yours truly, /s/ Deloitte & Touche LLP Boston, Massachusetts -----END PRIVACY-ENHANCED MESSAGE-----