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) June 5, 1996
Technology Flavors & Fragrances, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-26682 11-3199437
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(Commission File Number) (I.R.S. Employer Identification No.)
10 Edison Street, East, Amityville, New York 11701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 842-7600
Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
At a meeting held on June 5, 1996, the Board of Directors of
Technology Flavors & Fragrances, Inc. (the "Company") and the audit committee
of the Board of Directors approved, effective June 11, 1996, (i) the
engagement of Ernst & Young LLP as its independent auditors for the fiscal
year ending December 31, 1996 and (ii) the dismissal of Coopers & Lybrand
L.L.P. as auditors for the Company.
The reports of Coopers & Lybrand L.L.P. on the Company's financial
statements for either of the past two fiscal years did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.
In connection with the audits of the Company's financial statements
for each of the two fiscal years ended December 31, 1995, and in the
subsequent interim period, there were no disagreements with Coopers &
Lybrand L.L.P. on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which if
not resolved to the satisfaction of Coopers & Lybrand L.L.P. would have
caused Coopers & Lybrand L.L.P. to make reference to the subject matter in
their report.
The Company has requested that Coopers & Lybrand L.L.P. furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. A copy of that letter, dated
June 11, 1996, is filed as Exhibit 1 to this Form 8-K.
ITEM 5. OTHER EVENTS.
On June 5, 1996, Paul E. Hoffmann, the Secretary and Treasurer of the
Company, resigned from his position as a director of the Company. The Board of
Directors appointed Richard Higgins as a director to fill the vacancy created by
Mr. Hoffmann's resignation from the Board of Directors. Mr. Higgins was
appointed by the Board of Directors to serve as a director until the next annual
meeting of the stockholders of the Company and until his successor is elected
and qualified. Mr. Hoffmann retained his executive positions of Secretary and
Treasurer of the Company.
On June 5, 1996, the Board of Directors appointed Richard Higgins as the
Executive Vice President and Chief Operating Officer of the Company. Mr. Higgins
will retain his duties as President of the Seafla Division of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 1 Letter from Coopers & Lybrand L.L.P.
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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.
Technology Flavors & Fragrances, Inc.
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(Registrant)
Date: June 11, 1996 By: /s/ Paul E. Hoffmann
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Paul E. Hoffmann
Secretary and Treasurer
EXHIBIT 1
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June 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W,
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Technology Flavors and Fragrances, Inc.
(File No. 0-26682), (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 June 1996. We agree with the statements concerning our
Firm in such Form 8-K.
Very truly yours,
COOPERS & LYBRAND L.L.P.
