-----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, Co4BKCT+8dfk7soIfJTf0EORc2Q7p8WSL9f6JyQM8asM1iaBhstsVdOo3n5qqaTk 2XaUsK1Am1FiqU1b/nHv+w== 0000950115-97-001342.txt : 19970827 0000950115-97-001342.hdr.sgml : 19970827 ACCESSION NUMBER: 0000950115-97-001342 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970819 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970826 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOCOPI TECHNOLOGIES INC/MD/ CENTRAL INDEX KEY: 0000888981 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SERVICES, NEC [8900] IRS NUMBER: 870406496 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20333 FILM NUMBER: 97669592 BUSINESS ADDRESS: STREET 1: 230 SUGARTOWN RD STREET 2: STE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6106872000 MAIL ADDRESS: STREET 1: NOCOPI TECHNOLOGIES INC STREET 2: 230 SUGARTOWN RD STE 100 CITY: WAYNE STATE: PA ZIP: 19087 8-K 1 CURRENT REPORT ================================================================================ 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 19, 1997 ----------------- Nocopi Technologies, Inc. ------------------------------- (Exact name of registrant as specified in its charter) Maryland 0-20333 ------------------------------- --------------------- (State or other jurisdiction of (Commission File No.) incorporation) 87-0406496 ------------------------------- (I.R.S. Employer Identification No.) 230 Sugartown Road, Wayne, Pennsylvania 19087 -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (610) 687-2000 ---------------- Not applicable -------------------------------------------------------------- (Former name or former address, if changed since last report.) ================================================================================ Item 4. Changes in Registrant's Certifying Accountant. Effective August 19, 1997, Coopers & Lybrand, LLP ("Coopers"), which served as Registrant's independent public accountant to audit the Registrant's financial statements for each of the two most recently completed fiscal years of Registrant, resigned. Each of Coopers' audit reports on Registrant's financial statements for such years did not contain an adverse opinion or a disclaimer of opinion, nor was either such report qualified as to uncertainty, audit scope, or accounting principles. Coopers' determination to resign as Registrant's independent public accountant was not recommended or approved by the Audit Committee of Registrant's Board of Directors, nor by such Board of Directors. During the Registrant's two most recent fiscal years and any subsequent interim period preceding Coopers' resignation, there were no disagreements with Coopers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Coopers' satisfaction, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports. Except as described below, none of the events described in subsections (a)(1)(v)(A) through (D) of Item 304 of Regulation S-K occurred during Registrant's two most recent fiscal years and any subsequent interim period preceding Coopers' resignation. Prior to its resignation, Coopers had advised Registrant that information had come to Coopers' attention that, if further investigated, may lead Coopers, were it to audit Registrant's financial statements for the fiscal year ending December 31, 1997, to include in its audit report a "going concern qualification." Due to its resignation, Coopers has not conducted such further investigation. Such information concerns the maturity of Registrant's Outstanding Series B Promissory Notes ($950,000 aggregate principal amount) which mature on March 31, 1998. Unless Registrant secures additional financing (which it is actively seeking), Registrant anticipates that it will be unable to repay the principal of such Notes at their maturity. Coopers has also advised Registrant that information had come to its attention that, if further investigated, may cause it, were it to audit Registrant's financial statements for the fiscal year ending December 31, 1997 to conclude that continued exclusion of the results of its investee, EuroNocopi, may be inappropriate. From time to time during Coopers' engagement by the Registrant, representatives of Coopers have discussed the circumstances in which an audit report would be required to include a going concern qualification with members of Registrant's management, including members of Registrant's Board of Directors and its Audit Committee. Coopers has also advised Registrant's Chief Executive Officer, who is a member of Registrant's Board of Directors, that the continued exclusion of the results of EuroNocopi may be inappropriate. Registrant has authorized Coopers to respond fully to any inquiries a successor accountant may make concerning the matters described above. Registrant has furnished Coopers with a copy of this Report on Form 8-K and requested Coopers to furnish a letter addressed to the Commission stating whether it agrees with the statements made by Registrant in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. A true copy of the letter Registrant requested Coopers to provide is attached hereto as Exhibit 16. Registrant has not yet retained a new firm of independent accountants to audit Registrant's financial statements. -2- Item 7 Financial Statements and Exhibits The following Exhibit is filed as a part of this Current Report on Form 8-K. 16. Letter on Change in Certifying Accountant -3- 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. NOCOPI TECHNOLOGIES, INC. (Registrant) Dated: August 25, 1997 By: /s/ Rudolph A. Lutterschmidt ---------------------------------------- Rudolph A. Lutterschmidt, Vice President and Chief Financial Officer -4- INDEX TO EXHIBITS Exhibit Beginning Page No. - ------- ------------------ 16. Letter on Change in Certifying Accountant 6 -5- EX-16 2 CHANGE OF CERTIFYING ACCOUNTANT [LOGO OF COOPERS & LYBRAND] August 25, 1997 Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Gentlemen: We have read the statements made by Nocopi Technologies, Inc., (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month of August, 1997. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/ Coopers & Lybrand L.L.P. - ------------------------------- Coopers & Lybrand L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----