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: November 2, 2000
Entrada Networks, Inc.
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(Exact name of registrant as specified in its charter)
000-26952
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(Commission File Number)
DELAWARE 33-0676350
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(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
10070 Mesa Rim Road, San Diego, CA 92121
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(Address of principal executive offices, with zip code)
(858) 623-3265
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(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Accounting Firm:
On August 31, 2000 we acquired all the outstanding capital stock of a
wholly owned subsidiary of Osicom Technologies, Inc. which was doing business as
Entrada Networks in a transaction that resulted in Osicom Technologies, Inc.
holding a majority interest in the combined entity. Generally accepted
accounting principles require that a company whose shareholders retain a
majority voting interest in the combined business to be treated as the acquirer
for financial reporting purposes. Accordingly, the merger will be accounted for
as a "reverse merger" whereby Entrada Networks is deemed to have purchased the
Registrant.
We elected to retain the independent accounting firm that has been
auditing the accounting acquirer since 1997. The Board of Directors of the
Registrant, upon recommendation by the audit committee, retained BDO Seidman,
LLP, the independent accounting firm that audited the financial statements of
the acquirer, in lieu of Ernst & Young LLP (the "Principal Accountants"), the
independent accounting firm that audited the financial statements of Sync
Research, Inc., now Entrada Networks, Inc., for the fiscal years ended December
31, 1999, 1998, 1997 and 1996.
None of the former principal accountants' reports on the financial
statements of the registrant has contained an adverse opinion or a disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope, or
accounting principles.
During the periods for which Ernst & Young LLP were retained as our
independent accountant and any subsequent interim period preceding this action,
we had no disagreements with the principal accountants 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
the principal accountants, would have caused it to make reference to the subject
matter of the disagreements in connection with its report.
No reportable events occurred during the periods for which Ernst &
Young LLP were retained as our independent accountant and any subsequent interim
periods preceding this action of the principal accountants.
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(b) Engagement of New Independent Accountants:
Our Board of Directors, upon recommendation by the audit committee,
formally engaged BDO Seidman, LLP (the accounting firm of the acquirer) located
at 1900 Avenue of the Stars, 11th Floor, Los Angeles, California 90067 to audit
the registrant's financial statements. The accounting firm of the acquirer was
not consulted on any matter described in Regulation S-K Item 304(a)(2) during
the registrant's two most recent financial years and subsequent interim periods
preceding the engagement of the new accounting firm. The accounting firm of the
acquirer has reviewed and approved the content of the Report on Form 8-K and has
declined the opportunity to file any clarifying statement with the Commission.
EXHIBIT DESCRIPTION
16.1 Letter from Ernst & Young LLP regarding its
concurrence with the Registrant's statement regarding
change of accountants.
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.
ENTRADA NETWORKS, INC.
Date: November 2, 2000
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Kanwar J.S. Chadha
President and Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
16.1 Letter from Ernst & Young LLP regarding its concurrence with
the Registrant's statement regarding change of accountants.
Securities and Exchange Commission EXHIBIT 16.1
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated November 2, 2000 of Entrada Networks,
Inc., formerly Sync Research, Inc., and are in agreement with the statements
contained in paragraph (a) therein. We have no basis to agree or disagree with
the other statements of the registrant contained therein.
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/s/ Ernst & Young LLP
Orange County, California
November 2, 2000
