-----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, U62xKvpoPAwwLqzjWSL1uvATKVuIktd/hqkfAOXOXDKsdmf1eAbry9uhAHPR3Hkw qVomNE5AdqTbQveC06acsQ== 0000950144-98-005921.txt : 19980513 0000950144-98-005921.hdr.sgml : 19980513 ACCESSION NUMBER: 0000950144-98-005921 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980505 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980512 SROS: BSE SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL RECORDERS INC CENTRAL INDEX KEY: 0000853695 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 561362926 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13408 FILM NUMBER: 98617081 BUSINESS ADDRESS: STREET 1: 2300 ENGLEERT DRIVE STREET 2: SUITE B CITY: DURHAM STATE: NC ZIP: 27713 BUSINESS PHONE: 9193612155 MAIL ADDRESS: STREET 1: 2300 ENGLERT DRIVE STREET 2: SUITE B CITY: DURHAM STATE: NC ZIP: 27713 8-K 1 DIGITAL RECORDERS 8-K 5-5-98 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) Commission File Number: MAY 5, 1998 1-13408 ------------------ DIGITAL RECORDERS, INC. (Exact name of registrant as specified in its charter) North Carolina 56-1362926 (State of incorporation) (I.R.S. Employer Identification Number) 2300 Englert Drive, Suite B Research Triangle Park, North Carolina 27709-4068 (919) 361-2155 ------------------------------------ (Address of principal executive offices and telephone number) ---------------------- 2 ITEM 4. Changes in Registrant's Certifying Accountant (a) (1) Previous independent accountants. (i) Digital Recorders, Inc. (the "Company") determined a plan of rotation of independent public accountants would be beneficial to the Company. The Company solicited proposals from various accounting firms. KPMG Peat Marwick LLP (the "Former Accountants"), which had acted as the independent public accountants for the Company for the prior eight fiscal years, was not asked to submit a proposal after Form 10-KSB for December 31, 1997 was filed with the SEC on April 20, 1998. (ii) The Former Accountants reported on the Company's financial statements for the fiscal years ended December 31, 1990 through December 31, 1997. The report of the Former Accountants on the financial statements for each of such years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. (iii) The Company's Board of Directors approved the new independent accountants on May 11, 1998 based on the proposals submitted. (iv) During the Company's fiscal years ended December 31, 1996 and 1997, and through the date of this report, there were no disagreements with the Former Accountants 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 the Former Accountants would have caused them to make reference thereto in their report on the financial statements for such years. (v) During the fiscal years ended December 31, 1996 and 1997, and through the date of this report, none of the events described in paragraphs (a)(1)(v)(A) through (D) of Item 304 of Regulation S-B occurred. (a) (2) The Registrant engaged McGladrey & Pullen, LLP, as its new independent accountants effective May 11, 1998. During the two fiscal years preceding its appointment and through the date hereof, the Company had not consulted with McGladrey & Pullen, LLP, on items regarding: (i) The application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company's financial statements; there was no written or oral advice provided that was an important factor in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) Any matter that was the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-B) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-B). (a) (3) The Company provided the Former Accountants with a copy of the foregoing disclosures and requested in writing that the Former Accountants furnish it with a letter addressed to the SEC stating whether or not it agrees with such disclosures. A copy of such letter is filed as an exhibit to this Form 8-K. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibits 16.1 Letter from the Former Accountants as described in paragraph 4(a)(3) above. -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. DIGITAL RECORDERS, INC. Date: May 12, 1998 By: /s/ David L. Turney ---------------------------- David L. Turney, Chairman of the Board and Chief Executive Officer -4- EX-16.1 2 LETTER FROM THE FORMER ACCOUNTANTS 1 Securities and Exchange Commission Washington, D.C. 20549 May 12, 1998 Ladies and Gentlemen: We were previously principal accountants for Digital Recorders, Inc. and, under the date of March 20, 1998, we reported on the consolidated financial statements of Digital Recorders, Inc. and subsidiaries as of and for the years ended December 31, 1997 and 1996. On May 5, 1998, our appointment as principal accountants was terminated. We have read Digital Recorders, Inc.'s statements included under Item 4 of its Form 8-K dated May 12, 1998, and we agree with such statements. Very truly yours, KPMG Peat Marwick LLP -----END PRIVACY-ENHANCED MESSAGE-----