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): April 24, 1998
SONICS & MATERIALS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE (State or Other Jurisdiction of Incorporation)
0-20573 06-0854713
(Commission File Number) (I.R.S. Employer Identification No.)
4 West Kenosia Avenue
Danbury, CT 06810
(Address of Principal Executive Offices)
06810
(Zip Code)
(203) 744-4400
(Registrant's Telephone Number, including area code)
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
The Board of Directors has selected the accounting firm of Schneider
Ehrlich & Wengrover L.L.P. to serve as independent accountants to Sonics &
Materials, Inc. (the "Company") to perform the annual audit for the year ending
June 30, 1998. Grant Thornton LLP previously served as the independent
accountants of the Company and performed the annual audit for the fiscal year
most recently completed. Grant Thornton LLP had served as the Company's
independent accountants since 1995.
The decision to change accountants was not occasioned by any disagreement
or advice given on any matter by Grant Thornton LLP. On April 24, 1998, the
Company terminated Grant Thornton LLP as the Company's principal accountants and
engaged Schneider Ehrlich & Wengrover L.L.P. as the Company's principal
accountants. The decision to change accountants was recommended and approved by
the Audit Committee of the Board of Directors.
During the Company's two most recent fiscal years and the subsequent
interim periods preceding such termination, there were no disagreements with
Grant Thornton LLP 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 Grant Thornton LLP would
have caused it to make reference to the subject matter of the disagreements in
connection with its report.
The audit reports of Grant Thornton LLP on the financial statements of the
Company for either of the past two years did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
During the Company's two most recent fiscal years and the subsequent
interim periods preceding such termination, there were no events for which
disclosure is required pursuant to Item 304(a)(1)(iv) of Regulation S-B
promulgated under the Exchange Act.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements
No financial statements are required to be filed as a part of this report.
(b) Pro Forma Financial Information
No pro forma financial information is required to be filed as a part of
this report.
(c) Exhibits
16. Letter, dated April 29, 1998, from Grant Thornton LLP to Securities and
Exchange Commission regarding change in certifying accountant.
All other Items in this report are inapplicable.
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.
SONICS & MATERIALS, INC.
Date: April 30,1998 By: /s/ Robert S. Soloff
Name: Robert S. Soloff
Title: Chief Executive Officer
EXHIBIT 16
April 29, 1998 GRANT THORNTON LLP Accountants and
Management Consultants
The U.S. Member Firm of
Grant Thornton International
Securities and Exchange Commission
Washington, D.C. 20549
Re: Sonics & Materials, Inc.
File No. 0-20573
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Sonics & Materials, Inc. dated April 24,
1998, and agree with the statements contained therein.
Very truly yours,
/s/ Grant Thornton LLP
