CHEM INTERNATIONAL INC
8-K/A, 1997-01-06
PHARMACEUTICAL PREPARATIONS
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549
                                    ---------

                                   FORM 8-K/A
               [Amending  Form 8-K [Date of Event  December  4,  1996]  Filed on
           December 6, 1996 and Amended on December 13, 1996]

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



Date of Event     December 4, 1996    Commission File Number      000-28876

                    CHEM INTERNATIONAL, INC. AND SUBSIDIARIES
             (Exact name of registrant as specified in its charter)


                         Delaware                           13-3035216
            (State or other jurisdiction of              (I.R.S. Employer
            incorporation or organization)              Identification No.)


             201 Route 22
              Hillside, New Jersey                             07205
            (Address of principal executive offices)        (Zip code)


Registrant's telephone number, including area code:               (201) 926-0816
                                                        ------------------------




<PAGE>



CHEM INTERNATIONAL, INC. AND SUBSIDIARIES
- ------------------------------------------------------------------------------


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
- ------------------------------------------------------------------------------




1.    Effective  December 4, 1996, Chem  International,  Inc. ["Chem"] dismissed
      its  prior  certifying   accountants,   Cornick,  Garber  &  Sandler,  LLP
      ["Cornick"]  and  retained  as  its  new  certifying  accountants,   Moore
      Stephens,  P.C. Cornick's report on Chem's financial statements during the
      most recent  fiscal year  contained no adverse  opinion or a disclaimer of
      opinion,  and  was  not  qualified  as  to  uncertainty,  audit  scope  or
      accounting principles.  The decision to change accountants was approved by
      Chem's Board of Directors.

      During the last  fiscal year and the  subsequent  interim  period  through
      December 4, 1996, there were no disagreements  between Chem and Cornick on
      any matters of accounting  principles or  practices,  financial  statement
      disclosure,  or auditing scope or procedure,  which disagreements,  if not
      resolved to the  satisfaction  of Cornick,  would have caused it to make a
      reference to the subject matter of  disagreements  in connection  with its
      report.

      None  of  the  "reportable  events"  described  in  Item  304(a)(l)(iv)(A)
      occurred  with  respect to Chem  within the last  fiscal  year and through
      December 4, 1996.

2.    Effective  December 4, 1996, the Company engaged Moore  Stephens,  P.C. as
      its principal  accountants  to audit the Company's  financial  statements.
      During the Company's  last two most recent fiscal years and the subsequent
      interim  period  to date  hereof,  the  Company  has not  consulted  Moore
      Stephens,  P.C. on items which (1) concerned the application of accounting
      principles to a specified transaction,  either complete or proposed or (2)
      concerned the subject  matter of a disagreement  or reportable  event with
      Cornick.

3.    The Company has requested Cornick to furnish it with a letter addressed to
      the Securities and Exchange Commission stating whether Cornick agrees with
      the  statements  contained  in the first  paragraph  above.  A copy of the
      letter from Cornick to the Securities and Exchange  Commission is filed as
      Exhibit 1 hereto.


<PAGE>



CHEM INTERNATIONAL, INC. AND SUBSIDIARIES
- ------------------------------------------------------------------------------


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
- ------------------------------------------------------------------------------



1.    Letter from Cornick to the Securities and Exchange Commission dated
 January 3, 1997.


<PAGE>




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 thereunto duly authorized.

                                   CHEM INTERNATIONAL, INC. AND SUBSIDIARIES


Date: January 3, 1997              By:/s/ E. Gerald Kay
                                      E. Gerald Kay,
                                       President and Chief Executive Officer


<PAGE>


CORNICK, GARBER & SANDLER, LLP
Certified Public Accountants









                                                                  EXHIBIT 1



                                 January 3, 1997



Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

      We have  read  the  information  in the  second  paragraph  of  item  4(1)
contained in the Form 8-K/A dated  January 3, 1997 of Chem  International,  Inc.
and agree with the statements made therein.

                                Very truly yours,


                                          Cornick, Garber & Sandler, LLP
                                          Certified Public Accountants

cc:   Mr. E. Gerald Kay, President
      Chem International, Inc.














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