-----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, CSTXcHHDMzwlLhaNw98dSo62uhALp4+cLy88Wo4xYNmQV9haNK68UECAIF1yKHGZ pDdjvtXSh09wR0FWqtiyHg== 0000950115-98-001177.txt : 19980622 0000950115-98-001177.hdr.sgml : 19980622 ACCESSION NUMBER: 0000950115-98-001177 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980521 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980619 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VDC CORP LTD CENTRAL INDEX KEY: 0000784961 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-14045 FILM NUMBER: 98651246 BUSINESS ADDRESS: STREET 1: 27 DOUBLING ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036619600 MAIL ADDRESS: STREET 1: 27 DOUBLING ROAD CITY: GREENWICH STATE: CT ZIP: 06830 8-K/A 1 CURRENT REPORT ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 21, 1998 -------------- VDC CORPORATION LTD. (Exact name of registrant as specified in charter) Bermuda 0--14045 061510832 (State or other (Commission (IRS Employer jurisdiction of File Number) identification no.) incorporation) 27 Doubling Road Greenwich, CT 06830 (Address of principal executive offices) (203) 661-9600 (Registrant's telephone number, including area code) Bishopscourt, Kirk Michael Isle of Man, British Isles IM6 2EZ (Former name or former address, if changed since last report) ================================================================================ Item 4. Changes in Registrant's Certifying Accountant (a) On May 21, 1998, VDC Corporation Ltd. (the "Company") terminated the engagement of Neville Russell, chartered accountants (Neville"), as the principal accountants to audit the Company's financial statements, effective immediately. The action was approved by the Company's Board of Directors. Neville's report dated June 30, 1997 on the Company's financial statements for fiscal years 1996 and 1997 did not contain any adverse opinion, disclaimer of opinion or qualification as to uncertainty, audit scope or accounting principles. During fiscal years 1996 and 1997 and for the interim period commencing July 1, 1997 and ending May 21, 1998, there were no disagreements between the Company and Neville on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Neville, would have caused it to make a reference to the subject matter of the disagreements in connection with its report. During fiscal years 1996 and 1997 and for the interim period commencing July 1, 1997 and ending May 21, 1998, Neville did not advise the Company (1) that the internal controls necessary for the Company to develop reliable financial statements do not exist, or (2) that information has come to Neville's attention that has led it to no longer be able to rely on management's representations or that has made it unwilling to be associated with the financial statements prepared by management, or (3)(A) of the need to expand significantly the scope of its audit, or that information has come to Neville's attention during such period that, if further investigated, may (i) materially impact the fairness or reliability of either a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal periods subsequent to fiscal year 1997 (including information that may prevent it from rendering an unqualified audit report on those financial statements), or (ii) cause Neville to be unwilling to rely on management's representations or be associated with the Company's financial statements, and (B) due to Neville's dismissal, or for any other reason, Neville did not so expand the scope of its audit or conduct such further investigations, or (4)(A) that information has come to Neville's attention that it has concluded materially impacts the fairness or reliability of either a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal periods subsequent to fiscal year 1997 (including information that, unless resolved to Neville's satisfaction, would prevent it from rendering an unqualified audit report on those financial statements), and (B) due to Neville's dismissal, or for any other reason, the issue has not been resolved to Neville's satisfaction prior to its dismissal. (b) The Company has engaged BDO Seidman, LLP ("BDO") as the principal accountants to audit the Company's financial statements (commencing with the quarter ended March 31, 1998), effective as of May 12, 1998. The action was approved by the Company's Board of Directors. During fiscal years 1996 and 1997 and the interim period subsequent to fiscal year 1997, neither the Company nor anyone on its behalf consulted BDO regarding 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 the Company's financial statements, and neither a written report nor oral advice was provided to the Company by BDO. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibit 16.1 Letter to the Commission from Neville Russell dated May 21, 1998. Exhibit 16.2 Letter to the Commission from Neville Russell dated June 19, 1998. 2 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. VDC Corporation Ltd. By: /s/ Frederick A. Moran -------------------------- Frederick A. Moran Chief Executive Officer Date: June 19, 1998 3 EXHIBIT INDERu X Exhibit Page - ------- ---- 16.1 Letter to the Securities and Exchange Commission from Neville Russell dated May 21, 1998. 16.2 Letter to the Securities and Exchange Commission from Neville Russell dated June 19, 1998. 4 EX-16.1 2 LETTER [NEVILLE RUSSELL LETTTERHEAD] May 21, 1998 Securities and Exchange Commission Judiciary Plaza 450 5th Street, N.W., Washington, D.C. 20549 U.S.A. Dear Sirs, VDC Corporation Ltd. (the "Company") ------------------------------------ We are writing in respect of the above-noted Company's Form 8-K Current Report dated May 21, 1998, which is being filed pursuant to Item 4 respecting changes in registrant's certifying accountant. We confirm that the Company has dismissed us as the Company's independent auditors with effect from May 21, 1998. We further confirm that my auditor's report dated December 24, 1997 on the financial statements of the Company for each of the fiscal years ended June 30, 1997 and 1996 did not contain any adverse opinion or disclaimer of opinion and were not qualified as to uncertainty, audit scope or accounting principles. In respect of the fiscal years ended June 30, 1997 and 1996, there were no disagreements between the Company's management and our firm as to any matters relative to accounting principles and practices, financial statement disclosure or auditing scope and procedure and there are no reportable events. We understand that the Company will file this letter with the Securities and Exchange Commission as an Exhibit to its Current Report on Form 8-K, dated May 21, 1998. Yours faithfully, /s/ Neville Russell - ------------------- NEVILLE RUSSELL EX-16.2 3 LETTER [NEVILLE RUSSELL LETTTERHEAD] June 19, 1998 Securities and Exchange Commission Judiciary Plaza 450 5th Street, N.W., Washington, D.C. 20549 U.S.A. Re: VDC Corporation Ltd. (the "Company") ------------------------------------ Dear Sirs, Please accept this letter as a supplement to our May 21, 1998 correspondence to your attention regarding the above-noted Company. We are writing in respect of the above-noted Company's Amendment to its Current Report on Form 8-K dated May 21, 1998, which is being filed pursuant to Item 4 respecting changes in registrant's certifying accountant. In respect of the interim period from June 30, 1997 (the end of the Company's most recent fiscal year) to May 21, 1998 (the date of our dismissal as the Company's certifying accountants) there were no disagreements between the Company's management and our firm as to any matters relative to accounting principles and practices, financial statement disclosure or auditing scope and procedure and there are no reportable events. We understand that the Company will file this letter with the Securities and Exchange Commission as an Exhibit to its Amendment to its Current Report on Form 8-K, dated May 21, 1998. Yours faithfully, /s/ Neville Russell - ------------------- NEVILLE RUSSELL -----END PRIVACY-ENHANCED MESSAGE-----