<PAGE> 1
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): May 3, 1999
PACIFIC RESEARCH & ENGINEERING CORPORATION
(Exact Name of Registrant as Specified in Charter)
California 001-11773 95-2638420
---------------------------- ----------- -------------
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2070 Las Palmas Drive, Carlsbad, California 92009
------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (760) 438-3911
<PAGE> 2
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 3, 1999, the Company dismissed Harlan & Boettger, LLP ("H&B") its
independent certifying accountant. The Audit Committee of the Company's Board of
Directors participated in and recommended the decision to change independent
accountants, which was approved by the Company's Board of Directors. During the
two most recent fiscal years ended December 31, 1997 and December 31, 1998, and
through May 3, 1999, there were no disagreements between the Company and H&B 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 H&B, would have caused them to make reference thereto in
connection with their reports. The reports of H&B on the financial statements
for the past two fiscal years of the Company contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles, except for the 1998 report which was
modified to include an explanatory paragraph highlighting a going concern
uncertainty.
Also on May 3, 1999, the Company appointed Arthur Andersen LLP as its
new independent certifying accountant. Prior to its appointment, Arthur Andersen
LLP was engaged by the Audit Committee of the Board of Directors to consult with
the Committee on matters related to restatement of previously reported financial
results for fiscal years 1996 and 1997 and the subsequent quarterly periods in
1998. In connection with its role as consultant, Arthur Andersen LLP informed
the Audit Committee that it believed a restatement for the application of SFAS
86, "Accounting for the Costs of Computer software to Be Sold, Leased, or
Otherwise Marketed", was required. In conducting the audit of the Company's 1998
financial statements, H&B agreed that a restatement of previously issued
financial statements was required.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
16. Letter from Harlan & Boettger, LLP to the Securities and
Exchange Commission regarding change in certifying
accountant.
SIGNATURE
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.
PACIFIC RESEARCH & ENGINEERING CORPORATION
(Registrant)
Date: May 10, 1999 By: /s/ Blake F. Clark
---------------------------------------
Blake F. Clark
Vice President, Chief Financial Officer
<PAGE> 1
Exhibit 16
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We were the previous principal accountants for Pacific Research & Engineering
Corporation (Registrant). On March 18, 1999, we reported on the consolidated
financial statements of Pacific Research & Engineering Corporation as of and for
the years ended December 31, 1998 and 1997.
On May 6, 1999, Mr. Blake F. Clark, president and CEO notified our firm that by
action of the Board of Directors we had been dismissed as Pacific Research &
Engineering Corporation's principal accountant. There have been no disagreements
concerning accounting principals or disclosures. We have read item 4 of the
Registrant's Form 8-K and agree with the content.
Very Truly Yours,
/s/ Harlan & Boettger, LLP
May 7, 1999
