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
September 17, 1999 001-12127
Date of report (Date of earliest event reported) Commission File Number
Empire Resources, Inc.
(Exact name of registrant as specified in its charter)
Delaware 11-2778439
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification Number)
One Parker Plaza, Fort Lee, NJ 07024
(Address of principal executive offices)(Zip Code)
(201) 944-2200
Registrant's telephone number, including area code
Integrated Technology USA, Inc.
c/o Madison Partners
444 Madison Avenue
New York, New York 10022 (Former
name or former address, if changed since last report)
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Item 4.changes in Registrant's Certifying Accountant.
On September 17, 1999, the merger of Empire Resources, Inc. with and into
Integrated Technology USA, Inc. ("ITH") was consummated and ITH changed its name
to Empire Resources, Inc. (the "Company"). Effective with the merger,
PricewaterhouseCoopers LLP was dismissed as the independent accountants for ITH.
Such dismissal was previously approved by the Board of Directors of Empire
Resources, Inc.
The report of PricewaterhouseCoopers LLP on the financial statements of ITH
for the past two years did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles. During ITH's two most recent fiscal years and through
September 17, 1999 there were no disagreements with PricewaterhouseCoopers LLP
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 PricewaterhouseCoopers LLP, would have caused it to make
reference to the subject matter of the disagreement in connection with its
report on the financial statements of ITH.
Item 7.Financial Statements, Pro Forma Financial Information and Exhibits
Exhibits.
99.1 Letter dated September 23, 1999 from PricewaterhouseCoopers LLP.
<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 hereunto duly authorized.
EMPIRE RESOURCES, INC.
Date: September 24, 1999 By:/s/ Nathan Kahn
--------------------
Nathan Kahn
President and Chief Executive Officer
<PAGE>
Exhibit 99.1
[Letterhead of PricewaterhouseCoopers LLP]
September 23, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Empire Resources, Inc., formerly Integrated
Technology USA, Inc. (the "Company") (copy attached), which we understand will
be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the
Company's Form 8-K report dated September 24, 1999. We agree with the statements
concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
