PRIMEX TECHNOLOGIES INC
8-K, 1997-02-10
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                                                                     Page 1 of 6
                                                      Exhibit Index is on Page 5



                       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:  February 4, 1997
                       ---------------------------------
                       (Date of earliest event reported)



                           PRIMEX TECHNOLOGIES, INC.
              --------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)

     Virginia                      0-28942                 06-1458069
- -----------------                -----------             --------------
(State or Other                  (Commission             (IRS Employer
Jurisdiction of                     File                 Identification
Organization)                      Number)                  Number)
 
 
             10101 Ninth Street North       
             St. Petersburg, Florida                       33716-3807
     ----------------------------------------              ----------
     (Address of Principal Executive Offices)              (Zip Code)
 
 
                                (813) 578-8100
             ----------------------------------------------------
             (Registrant's telephone number, including area code)
 
 
                                Not Applicable
            -------------------------------------------------------
            (Former Name or Address, If Changed Since Last Report)
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                                                                               2

     Item 4.  Changes in Registrant's Certifying Accountant


               On February 4, 1997, Primex Technologies, Inc. ("Primex"), based
     on the recommendation of the Audit Committee of the Primex Board of
     Directors, retained Ernst & Young LLP ("Ernst & Young") to serve as
     independent accountants for Primex and its subsidiaries for periods ending
     after December 31, 1996.  KPMG Peat Marwick LLP ("Peat Marwick"), which
     will complete the audit of Primex's financial statements for 1996,
     terminated its engagement for future periods.  No Peat Marwick report on
     the financial statements of Primex for the past two years contained an
     adverse opinion or disclaimer of opinion or was qualified or modified as to
     uncertainty, audit scope, or accounting principles.  During the two most
     recent fiscal years and the subsequent interim period, there has been no
     disagreement between Primex and Peat Marwick on any matter of accounting
     principles or practices, financial statement disclosure or auditing scope
     or procedures.

               During the two most recent fiscal years and the subsequent
     interim period prior to engaging Ernst & Young, Primex (or someone on its
     behalf) did not consult Ernst & Young regarding the application of
     accounting principles to a specified transaction, either completed or
     proposed, or the type of audit opinion that might be rendered on Primex's
     financial statements.
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                                                                               3


Item 7.        Financial Statements and Exhibits

     c.        Exhibits

               Ex - 16 Letter from KPMG Peat Marwick LLP dated February 7, 1997.
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                                                                               4


                                   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.


                                 PRIMEX TECHNOLOGIES, INC.

                                    by  /s/ George H. Pain
                                        --------------------------------
                                                  George H. Pain
                                              Vice President, General
                                              Counsel and Secretary


     Date:  February 10, 1997
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                                                                               5


                                 Exhibit Index
 
 
  Exhibit No.              Exhibit               Page No.
- -------------  --------------------------------  --------
 
16             Letter from KPMG Peat Marwick         6
               LLP dated February 7, 1997.

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                                                                               6

                                                                    EXHIBIT 16
 
                    [Letterhead of KPMG PEAT MARWICK LLP]



                                       February 7, 1997

Mr. John E. Fischer
Chief Financial Officer
Primex Technologies, Inc.
10101 Ninth Street North
St. Petersburg, FL 33716

Dear Mr. Fischer:

This is to confirm that the client-auditor relationship between Primex 
Technologies, Inc. and KPMG Peat Marwick LLP will cease effective on the
completion of the audit of the December 31, 1996 financial statements and the
issuance of our auditors report thereon.

                                       Very truly yours,   



                                       /s/ KPMG Peat Marwick LLP
                                       KPMG PEAT MARWICK LLP


cc:    Chief Accountant
       Securities and Exchange Commission




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