-----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, Qv7+jpb2JqTuKd0FgFaEbTBBHILLWHwJt125M4IHYQmJEhjNcTV5SiRrICufNxEN BDzrbFbNLVtvYaVptchkcA== 0001005477-97-000644.txt : 19970304 0001005477-97-000644.hdr.sgml : 19970304 ACCESSION NUMBER: 0001005477-97-000644 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970211 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970303 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLAR MATES INC CENTRAL INDEX KEY: 0000940183 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 112396918 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-89752-A FILM NUMBER: 97549185 BUSINESS ADDRESS: STREET 1: 8125 25TH COURT E CITY: SARASOTA STATE: FL ZIP: 34243 BUSINESS PHONE: 9413593599 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE CITY: NNEW YORK STATE: NY ZIP: 10022 8-K/A 1 FORM 8-K/A 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 (Date of earliest event reported): February 11, 1997 Serengeti Eyewear, Inc. - -------------------------------------------------------------------------------- (Exact name of Registrant as Specified in Charter) New York 0-26022 11-2396918 - ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 8125 25th Court East Sarasota, Florida 34243 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (941) 359-3599 Solar-Mates, Inc. - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 4. Changes in Registrant's Certifying Accountant. On February 11, 1997, Winter, Scheifley & Associates, P.C. declined to stand for re-election as the Company's independent auditors, and on the same date the Company appointed Bartnick, P.A. as its new independent auditors commencing with the audit of the Company's consolidated financial statements for the year ended December 31, 1996. The Company's financial statements for the past two fiscal years and any interim period through February 11, 1997 did not contain an adverse opinion or disclaimer of opinion, nor were they modified as to uncertainty, audit scope or accounting principles. The decision to change auditors was approved by the Company's Board of Directors at a meeting duly held on February 6, 1997. There were no disagreements with such former auditors on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure during the past two fiscal years or any interim period through February 11, 1997. The Company did not consult with its new independent auditors regarding any matters relating to periods prior to their engagement. The Company has requested from its former auditors a letter addressed to the Securities and Exchange Commission (the "Commission") stating their agreement with the statements made by the Company in response to this Item 4. Such letter is attached hereto as Exhibit 16. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. Appendix A to the Company's definitive Notice of and Proxy Statement for Special Meeting of Shareholders filed with the Commission on January 10, 1997 in connection with the Company's Special Meeting of Shareholders held on February 6, 1997 is incorporated herein by reference. (b) Pro Forma Financial Information. Pages 8 through 12 of the Company's definitive Notice of and Proxy Statement for Special Meeting of Shareholders filed with the Commission on January 10, 1997 in connection with the Company's Special Meeting of Shareholders held on February 6, 1997 is incorporated herein by reference. (c) Exhibits. Exhibit Number Exhibit Description - -------------- ------------------- *10 Revolving Line of Credit and Term Loan Agreement dated as of February 13, 1997 by and among the Company, SunTrust Bank, Central Florida, National Association, individually and as agent, and Creditanstalt-Bankverein (Exhibits omitted; Registrant agrees to furnish supplementally a copy of any exhibits to the Commission upon request) 16 Letter on change in certifying accountant - ----------------- *Previously filed SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 28, 1997 SERENGETI EYEWEAR, INC. By: /s/ Stephen Nevitt ---------------------------------- Stephen Nevitt President EX-16 2 LETTER ON CHANGE IN CERTIFYING ACCOUNTANT Exhibit 16 February 28, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Solar-Mates, Inc. Dear Sir/Madam: Pursuant to the request of the above referenced Company, we affirm that: (1) We have read the Company's response to Item 4 of Form 8-K dated February 11, 1997, as amended on this date, and (2) We agree with the response. Sincerely, WINTER, SCHEIFLEY & ASSOCIATES, P.C. -----END PRIVACY-ENHANCED MESSAGE-----