-----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, AB5EoINCWWJeoISskUBaNeBx98/cspLrQ+1+jCaEw5Y4syCb81OiN9UUbA/SfWcV +E5XofRNhL54s/hhOeOveg== 0001019687-02-001899.txt : 20021008 0001019687-02-001899.hdr.sgml : 20021008 20021008152947 ACCESSION NUMBER: 0001019687-02-001899 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020924 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021008 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROTEL INTERNATIONAL INC CENTRAL INDEX KEY: 0000854852 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770226211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10346 FILM NUMBER: 02784128 BUSINESS ADDRESS: STREET 1: 9485 HAVEN AVENUE STREET 2: STE 100 CITY: ONTARIO STATE: CA ZIP: 91730 BUSINESS PHONE: 9099879220 MAIL ADDRESS: STREET 1: 9485 HAVEN AVENUE STREET 2: STE 100 CITY: ONTARIO STATE: CA ZIP: 91730 FORMER COMPANY: FORMER CONFORMED NAME: CXR CORP DATE OF NAME CHANGE: 19920703 8-K 1 microtel_8k-092402.txt 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) SEPTEMBER 24, 2002 ----------------------- MICROTEL INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 001-10346 77-0226211 - ---------------------------- --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 9485 HAVEN AVENUE, SUITE 100, RANCHO CUCAMONGA, CALIFORNIA 91730 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (909) 987-9220 ------------------------------ NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On September 24, 2002, MicroTel International, Inc. and subsidiaries ("MCTL") notified BDO Seidman, LLP ("BDO"), the independent accounting firm that was engaged as MCTL's principal accountant to audit MCTL's financial statements, that it intended to engage new certifying accountants, in effect terminating MCTL's relationship with BDO. On October 1, 2002, MCTL engaged Grant Thornton as its new certifying accountants. The audit reports of BDO on the consolidated financial statements and consolidated financial statement schedules of MCTL as of and for the years ended December 31, 2001 and 2000 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. MCTL's decision to change accountants was approved by MCTL's audit committee and board of directors. In connection with the audits of the years ended December 31, 2001 and 2000, and during the subsequent interim period through September 24, 2002, there were no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which disagreements, if not resolved to BDO's satisfaction, would have caused BDO to make reference to the subject matter of the disagreement in connection with its opinion. In addition, there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K under the Securities Act of 1933, as amended. MCTL has not consulted with Grant Thornton in the past regarding the application of accounting principles to a specified transaction or the type of audit opinion that might be rendered on MCTL's financial statements or as to any disagreement or reportable event as described in Item 304(a)(1)(iv) and Item 304(a)(1)(v). On October 3, 2002, MCTL provided BDO with a copy of the disclosures it is making in response to Item 304(a) of the Securities Act. MCTL requested that BDO furnish MCTL with a letter addressed to the Securities and Exchange Commission stating whether BDO agrees with the statements made by MCTL in response to Item 304(a) and, if not, stating the respects in which it does not agree. A copy of BDO's letter is attached as Exhibit 16.1 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Not applicable. ------------------------------------------- (b) Pro Forma Financial Information. Not applicable. ------------------------------- (c) Exhibits. -------- 16.1 Letter dated October 4, 2002 from BDO Seidman, LLP regarding change in certifying accountant SIGNATURE 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. Date: October 7, 2002 MICROTEL INTERNATIONAL, INC. By: /s/ RANDOLPH D. FOOTE ------------------------------------------- Randolph D. Foote, Chief Financial Officer EX-16.1 3 microtel_8k-ex161.txt EXHIBIT 16.1 [BDO Seidman, LLP Letterhead] October 4, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: We have been furnished with a copy of the response to Item 4 of Form 8-K for the event that occurred on September 24, 2002, to be filed by our former client, Microtel International, Inc. We agree with the statements contained in paragraphs (i), (ii), (iii) and (v), made in response to that Item insofar as they relate to our firm. Very truly yours, /s/ BDO SEIDMAN, LLP BDO Seidman, LLP Costa Mesa, California -----END PRIVACY-ENHANCED MESSAGE-----