0000892569-95-000443.txt : 19950821 0000892569-95-000443.hdr.sgml : 19950821 ACCESSION NUMBER: 0000892569-95-000443 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950812 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Resignations of registrant's directors ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950818 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIMCO INC /DE/ CENTRAL INDEX KEY: 0000791243 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 330251163 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14828 FILM NUMBER: 95565392 BUSINESS ADDRESS: STREET 1: 265 BRIGGS AVE CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145464460 MAIL ADDRESS: STREET 2: 265 BRIGGS AVENUE CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER COMPANY: FORMER CONFORMED NAME: CIMCO DATE OF NAME CHANGE: 19900926 8-K 1 CIMCO, INC. 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): August 12, 1995 CIMCO, INC. (Exact name of Registrant as specified in charter) DELAWARE 0-16249 33-0251163 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 265 BRIGGS AVENUE, COSTA MESA, CALIFORNIA 92626 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (714) 546-4460 NOT APPLICABLE (Former name or former address, if changed, since last report) Page 1 of 7 Pages Exhibit Index on Page 5 2 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT (a)(1) Effective August 15, 1995, CIMCO, INC. (the "Registrant") terminated independent accountants, Grant Thornton LLP ("Grant Thornton") as the principal accountant to audit the Registrant's financial statements. The Registrant is in the process of engaging a new accountant to audit the Registrant's financial statements. (i) Grant Thornton, the Registrant's former independent accountants, was dismissed on August 15, 1995. (ii) With respect to each of the last two fiscal years and the subsequent interim period prior to August 15, 1995 ("the prior two-year period"), Grant Thornton's reports on the financial statements of the Registrant contained no adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles other than the following modification in the audit report for the 1995 fiscal year: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has sustained losses and used cash in its operations, has a deficit in working capital at April 30, 1995, and is in default of certain debt covenants which could result in demands for immediate payment of amounts due to its lenders, raising substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. (iii) The decision to change accountants was recommended by the Audit Committee of the Board of Directors of the Registrant and was approved by the Registrant's Board of Directors. (iv) During the prior two-year period, there were no disagreements (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and related instructions to such item) with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Grant Thornton, would have caused it to make a reference to the subject matter thereof in connection with its reports. (v) During the prior two-year period, there were no reportable events (as defined in paragraph 304(a)(1)(v) of Regulation S-K), in that Grant Thornton never advised the Registrant that: (A) the Registrant's internal controls necessary for the Registrant to develop reliable financial statements do not exist; (B) information has come to Grant Thornton's attention that has led it to no longer be able to rely on management's representations, or has made Grant Thornton unwilling to be associated with the financial statements prepared by management; 2 3 (C) there was need to expand significantly the scope of Grant Thornton's audit, or that information has come to the attention of Grant Thornton 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 fiscal periods subsequent to the fiscal periods covered by Grant Thornton's most recent audit report, or (ii) cause Grant Thornton to be unwilling to rely on management's representations or to be associated with the Registrant's financial statements; or (D) information has come to the attention of Grant Thornton that it has concluded materially impacts the fairness or reliability of either (i) a previously issued audit report or the underlying financial statements or (ii) the financial statements issued or to be issued covering any fiscal period(s) subsequent to the date of the most recent financial statements covered by a Grant Thornton audit report. A copy of this Report on Form 8-K has been furnished to Grant Thornton pursuant to Item 304(a)(3) of Regulation S-K under the General Rules and Regulations of the Securities Act of 1933, as amended. The Company has requested Grant Thornton to furnish the Registrant with a letter addressed to the Securities and Exchange Commission ("SEC") stating whether Grant Thornton agrees with the statements made by the Registrant and, if not, stating in which respects it does not so agree. The letter is attached as Exhibit 16. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS On Saturday, August 12, 1995, James L. Doti and Kenneth E. Hendrickson resigned from the Board of Directors of the Registrant. In his letter confirming his resignation, Mr. Doti stated that he felt actions taken at the August 12, 1995 Board meeting regarding the direction of the executive leadership made it necessary for him to resign and asked that such letter be filed herewith. A copy of Mr. Doti's letter of resignation is attached as Exhibit 17 to this Report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (C) EXHIBITS. Exhibit Number 16 Letter re: Change in Certifying Accountant (filed herewith) 17 Letter of Resignation of James L. Doti (filed herewith) 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. CIMCO, INC. Date: August 18, 1995 By: RUSSELL T. GILBERT -------------------------- Russell T. Gilbert Chairman, President and Chief Executive Officer 4 5 EXHIBIT INDEX The following exhibits are attached hereto:
Sequentially Exhibit Numbered Number Page 16 Letter re: Change in Certifying Accountant - 17 Letter of Resignation of James L. Doti -
5 EX-16 2 CHANGE IN CERTIFYING ACCOUNTANT 1 Exhibit 16 [Grant Thornton Letterhead] August 18, 1995 Securities and Exchange Commission Washington, D.C. 20549 Re: CIMCO, INC. File No. 0-16249 Dear Sir or Madam: We have read Item 4 of the Form 8-K of CIMCO, INC. dated August 18, 1995, and agree with the statements contained therein. Very truly yours, GRANT THORNTON LLP 6 EX-17 3 LETTER OF RESIGNATION OF JAMES L. DOTI 1 Exhibit 17 [Chapman University Letterhead] August 14, 1995 Russell T. Gilbert Chairman and CEO CIMCO 265 Briggs Avenue Costa Mesa, California 92626 Dear Russ: I am writing to confirm my resignation from the CIMCO board of directors and respectfully request that this letter of resignation be made a matter of the public record by filing it with the Securities and Exchange Commission. As I announced at the August 12 board meeting, I felt that actions taken at that meeting regarding the direction of executive leadership made it necessary for me to resign as a director of the company. I have received great satisfaction in serving on the CIMCO board. Please know, Russ, that I will always be grateful to you for the confidence you placed in me by asking me to serve on the board. Having worked with a very talented and responsible group of fellow directors, I feel I have learned a great deal from them. I addition, I have gained friendships with my fellow directors that I will always treasure. I wish you the best in leading CIMCO forward. If I can ever be of any help, please give me a call. Regards, JAMES L. DOTI Copy: Walter Schindler Frank Remer Karen Harrison Fred Swensen Ken Hendrickson Ad Posnick 7