CHEM INTERNATIONAL INC
8-K, 1999-05-10
PHARMACEUTICAL PREPARATIONS
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                                  UNITED STATES

                       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 5, 1999 

Commission File Number      000-28876          


                            CHEM INTERNATIONAL, INC.
             (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:          (973) 926-0816 







<PAGE>


CHEM INTERNATIONAL, INC.                                                      

ITEM 4: CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT                        


1.   Effective May 5, 1999,  Chem  International,  Inc.  ("Chem")  dismissed its
     prior certifying  accountants,  Moore Stephens, P.C. ("Moore") and retained
     as its new certifying accountants,  Amper, Politziner & Mattia P.A. Moore's
     report on Chem's  financial  statements  during the two most recent  fiscal
     years  and  all  subsequent  interim  periods  preceding  the  date  hereof
     contained  no adverse  opinion or a  disclaimer  of  opinions,  and was not
     qualified as to  uncertainty,  audit scope or  accounting  principles.  The
     decision to change was approved by Chem's Board of Directors.

     During the last two fiscal years and the subsequent  interim periods to the
     date  hereof,  there were no  disagreements  between  Chem and Moore 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 Moore,  would  have  caused it to make a
     reference to the subject matter of the disagreements in connection with its
     reports.

     None of the Areportable  events@ described in Item  304(a)(l)(ii)  occurred
     with  respect to Chem within the last two fiscal  years and the  subsequent
     interim period to the date hereof.

2.   Effective May 5, 1999, Chem engaged Amper,  Politziner & Mattia P.A. as its
     principal accountants.  During the last two fiscal years and the subsequent
     interim period to the date hereof, Chem did not consult Amper, Politziner &
     Mattia  P.A.  regarding  any of the  matters  or  events  set forth in item
     304(a)(2)(i) and (ii) of Regulation S-K.

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

ITEM 7: Financial Statements and Exhibits

     Exhibit 16.1  Letter  from  Moore  Stephens,  P.C.  to the  Securities  and
                   Exchange Commission dated May 7, 1999.


<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.


Date: May 10, 1999                       By:/s/   E. Gerald Kay               
                                         ---------------------------------------
                                           E. Gerald Kay,
                                           President and Chief Executive Officer





                      [LETTERHEAD OF MOORE STEPHENS, P.C.]


May 7, 1999

                                                                    Exhibit 16.1

Securities and Exchange Commission
450 5th Street, NW
Washington, D.C. 20549

Ladies and Gentlemen:

We have read the statesments  made by Chem  International,  Inc. (the "Company")
(File No.  000-28876)  which we understand will be filed with the Securities and
Exchange Commission (the  "Commission"),  pursuant to the requirements of Item 4
of Form 8-K,  as part of the  Company's  Current  Report on Form 8-K, on May 10,
1999. We agree with the statements  made concerning  Moore Stephens,  PC in such
Form 8-K.

Sincerely,

/s/ Moore Stephens, P.C.

MOORE STEPHENS, P.C.




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