-----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, Ld4FT1bfwTVGDBp5lo2Za3yGxPMgCEDCweQYLVG7usvjomhAkS7rpmQsN4lOU6eM mSqivAPiSRnY4qhzJy7X/w== 0000950117-01-000608.txt : 20010402 0000950117-01-000608.hdr.sgml : 20010402 ACCESSION NUMBER: 0000950117-01-000608 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010322 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMTEC INC/NJ CENTRAL INDEX KEY: 0000005117 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 870273300 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 002-30074 FILM NUMBER: 1584974 BUSINESS ADDRESS: STREET 1: 817 EAST LAKE GATE DRIVE CITY: MT LAUREL STATE: UT ZIP: 08054 BUSINESS PHONE: 8013633283 MAIL ADDRESS: STREET 1: 817 EAST GATYE DRIVE CITY: MT LAUREL STATE: NJ ZIP: 08054 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN GEOLOGICAL ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR PROCESSING CORP DATE OF NAME CHANGE: 19820318 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN OIL SHALE CORP DATE OF NAME CHANGE: 19750309 8-K 1 0001.txt EMTEC, INC. 8-K 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: March 22, 2001 EMTEC, INC. (Exact name of Registrant as specified in Charter) Delaware 2-54020 87-0273300 (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.)
817 East Gate Drive, Mount Laurel, New Jersey 08054 (Address of principal executive offices) Registrant's telephone number: (856) 235-2121 Item 4. Changes in Registrant's Certifying Accountant On March 22, 2001, we dismissed KPMG LLP ("KPMG") as our independent auditor. KPMG's reports on our financial statements for each of our two fiscal years ended December 31, 2000 and 1999, respectively (collectively, the "Prior Fiscal Years"), did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. Our dismissal of KPMG was unanimously approved by our board of directors. There were no disagreements ("Disagreements") between us and KPMG during either (i) the Prior Fiscal Years, or (ii) the period January 1, 2001 through March 22, 2001 (the "Interim Period") on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which Disagreement, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the Disagreement in connection with its reports for the Prior Fiscal Years. There were no "reportable events," as such term is defined in Item 304(A)(1)(v) of Regulation S-K, during either (i) the Prior Fiscal Years or (ii) the Interim Period. Pursuant to Item 4(a) of Form 8-K and Item 304(a)(3) of Regulation S-K, we have provided KPMG with a copy of this Report on Form 8-K and KPMG has provided to us a response addressed to the Securities and Exchange Commission as to KPMG's agreement with the statements made in this Item 4 as to KPMG. Such response is filed as Exhibit 7(c)(I) to this Report on Form 8-K. We have engaged Baratz & Associates ("BA") as our independent auditor for our fiscal year ending March 31, 2001. We did not consult with BA during (i) either the Prior Fiscal Years or the Interim Period with respect to (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or (ii) any matter that was either the subject of a Disagreement or a Reportable Event. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not applicable. (b) Not applicable. (c) (i) Letter from KPMG dated March 28, 2001 Item 8. Change in Fiscal Year. As reported in response to Item 2 of our Current Report on Form 8-K, which was filed on January 31, 2001, Emtec, Inc., a privately held New Jersey corporation which, since 1980, has engaged in the business of providing the computer industry with information technology services, network consulting and Internet related services, merged with our then newly formed subsidiary on January 17, 2001 pursuant to the terms and conditions of a merger agreement dated as of December 14, 2000 between us and Emtec. As a consequence of this merger and in accordance with the merger agreement, each holder of Emtec common stock received 0.9753 of a share of our common stock for each share of Emtec common stock, Emtec became our wholly-owned subsidiary, and Emtec shareholders and certain other parties who facilitated the merger acquired approximately 81.8% of our then issued and outstanding common stock, thereby effecting a change in our control. On March 22, 2001, our board of directors determined to change our fiscal year, which theretofore had ended on the 31st day of December in each year, to end on the 31st day of March in each year, to conform its fiscal year to that of Emtec. We will account for this merger transaction as a "reverse acquisition". Consequently, we will not file a transition report reflecting the change of our fiscal year to that of Emtec, given the fact that for accounting purposes, Emtec is deemed to be the "accounting acquiror" in the "reverse acquisition". 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 thereunto duly authorized. Dated: March 29, 2001 EMTEC, INC. (Registrant) By: /s/ John Howlett John Howlett Chairman and President
EX-99 2 0002.txt EXHIBIT (7)(C)(I) Exhibit (7)(c)(i) March 28, 2001 Office of the Chief Accountant SECPS Letter Files Securities and Exchange Commission Mail Stop 9-5 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for EMTEC, Inc. (formerly known as American Geological Enterprises, Inc.), and, under the date of February 23, 2001, we reported on consolidated financial statements of American Geological Enterprises, Inc. and subsidiaries of and for the years ended December 31, 2000 and 1999. On March 22, 2001, our appointment as principal accountants was terminated. We have read EMTEC, Inc.'s statements included under Item 4 of its Form 8-K dated March 22, 2001, and we agree with such statements, except that we are not in a position to agree or disagree with EMTEC, Inc.'s statements that (i) Baratz & Associates have been retained as principal accountants, (ii) the Board of Directors has appointed Baratz & Associates to audit the books and accounts of EMTEC, Inc. and (iii) the Board intends to seek ratification of its decision by the Company's shareholders at the next held annual meeting of shareholders. Very truly yours, /s/ KPMG LLP
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