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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) August 22, 1997
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Bigmar, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-14416 31-1445779
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
9711 Sportsman Club Road, Johnstown, Ohio 43031-9141
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 966-5800
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6660 Doubletree Avenue, Columbus, Ohio 43229
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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 Accountant.
In accordance with Item 304 of Regulation S-K, the following information
pertains to the change in Registrant's Certifying Accountant:
(i) Effective August 22, 1997, KPMG Peat Marwick LLP ("KPMG") has been
appointed as the Registrant's certified public accountants replacing Richard A.
Eisner & Company, LLP ("Eisner & Company") who has been dismissed as of August
22, 1997;
(ii) The Eisner & Company reports on the financial statements of the
Company for the years ended December 31, 1995 and 1996 do not contain an
adverse opinion or a disclaimer of opinion, nor was either report qualified
or modified as to uncertainty, audit scope, or accounting principles, except
as set forth in the Report of Independent Auditors dated March 3, 1997 and
with respect to Note C, March 27, 1997, which included an explanatory
paragraph indicating that there was substantial doubt about the Company's
ability to continue as a going concern.
(iii) The Company's decision to change its accountants was
conditionally approved by the Company's Board of Directors (subject to the
Company's negotation and execution of an engagement agreement with KPMG).
(iv) The Registrant had no disagreements with Eisner & Company on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure in any of the Registrant's two most recent
fiscal years ended December 31, 1995 and 1996 or the subsequent interim
period ended August 22, 1997 which disagreements, if not resolved to the
satisfaction of Eisner & Company, would have caused it to make reference to
the subject matter of such disagreement in connection with its report for the
fiscal years ended December 31, 1995 and 1996 or in connection with any
report which might be issued for any subsequent interim period ended August
22, 1997;
(v) None of the kind of events listed in subsections (A) through (D)
of Item 304 (a) (1) (v) of Regulation S-K occurred during either of the
Registrant's two most recent fiscal years ended December 31, 1995 and 1996 or
during the subsequent interim period ended August 22, 1997 except that
accounting information with respect to the agreement disclosed in Item
5-Other Information in the June 30, 1997 10-Q, if further investigated, may
materially impact the fairness or reliability of the financial statement to
be issued covering the fiscal period subsequent to the financial statements
covered by an audit report.
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Item 7. Exhibits
16. Letter to Securities and Exchange Commission from Richard A. Eisner
& Company, LLP dated August 28, 1997.
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Bigmar, Inc.
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(Registrant)
August 28, 1997
By: /s/ Michael K. Medors
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Michael K. Medors
Chief Financial Officer and Treasurer
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Exhibit 16
[LETTERHEAD]
August 28, 1997
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Re: Bigmar, Inc.
Ladies and Gentlemen:
We have read Item 4 of the current report on Form 8-K dated August 22, 1996
and are in agreement with the statements contained therein except for matters
relating to KPMG Peat Marwick, LLP and item iii as to which we have no
knowledge.
Very truly yours,
/s/ Richard A. Eisner & Company, LLP
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Richard A. Eisner & Company, LLP
