COMMODORE SEPARATION TECHNOLOGIES INC
8-K, 1997-07-31
SPECIAL INDUSTRY MACHINERY, NEC
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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):    July 28, 1997
                                                     -------------



                     Commodore Separation Technologies, Inc.
        ----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)





          Delaware                        0-22291                 11-3299195
- ----------------------------            ------------         -------------------
(State or other jurisdiction            (Commission           (I.R.S. Employer
     of incorporation)                  File Number)         Identification No.)





3240 Town Point Drive, Suite 200
Kennesaw, Georgia                                                      30144
- ----------------------------------------                             ----------
(Address of principal executive offices)                             (Zip Code)




Registrant's telephone number, including area code:  (770) 422-1518
                                                     --------------





        -----------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)






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                           CURRENT REPORT ON FORM 8-K

                     COMMODORE SEPARATION TECHNOLOGIES, INC.

                                  July 28, 1997


Item 4.  Changes in Registrant's Certifying Accountant.

         (a)(1)(i)         Commodore Separation Technologies, Inc., a Delaware
                           corporation (the "Company"), and its former auditors,
                           Tanner + Co. ("Tanner"), mutually agreed on July 28,
                           1997 to terminate their relationship.

         (a)(1)(ii)        During the fiscal period ended June 30, 1996, and
                           through and including July 28, 1997, Tanner's reports
                           on the Company's financial statements neither
                           contained any adverse opinions or disclaimers of
                           opinions nor were qualified or modified as to
                           uncertainty, except that Tanner's auditors' report on
                           the Company's consolidated financial statements for
                           the fiscal period ended June 30, 1996 contained
                           additional paragraphs relating to the Company
                           continuing as a going concern due to the Company's
                           significant losses and deficit in working capital.

         (a)(1)(iii)       The decision to terminate its relationship with
                           Tanner was recommended by the Audit Committee of the
                           Board of Directors and was approved by the Board of
                           Directors of the Company.

         (a)(1)(iv)        During the fiscal period ended June 30, 1996, and
                           through and including July 28, 1997, there were no
                           disagreements with Tanner 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
                           Tanner, would have caused it to make reference to the
                           subject matter of the disagreements in connection
                           with its reports.

         (a)(2)            Pursuant to action approved by the Company's Board of
                           Directors, the Company retained Price Waterhouse LLP
                           as its auditors as of July 28, 1997.

         (a)(3)            The Company provided Tanner with the above
                           disclosures prior to filing this Current Report on
                           Form 8-K with the Commission, and is filing herewith
                           Tanner's response to those disclosures pursuant to
                           Item 304(a)(3) of Regulation S-K.

Item 7.  Financial Statements and Exhibits.

         (a)      Financial statements of business acquired.

                  Not Applicable.

         (b)      Pro Forma financial information.

                  Not Applicable.

         (c)      Exhibits.

                  Exhibit No.       Description

                      16            Letter of Tanner + Co., dated July 28, 1997.


                                        2

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Item 8.  Change in Fiscal Year.

         On July 28, 1997, the Board of Directors of the Company adopted
resolutions changing the Company's fiscal year end from June 30 to December 31
of each year, commencing with the year ending December 31, 1997. The Company
will file its Annual Report on Form 10-K for the fiscal year ended June 30, 1997
within 90 days after the end of such fiscal year. The report covering the
transition period from July 1, 1997 to December 31, 1997 will be filed on Form
10-K within 90 days after December 31, 1997.




                                        3

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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.


                             COMMODORE SEPARATION TECHNOLOGIES, INC.



                             By:   /s/ Michael D. Fullwood
                                   --------------------------------------
                                   Michael D. Fullwood
                                   Senior Vice President, Chief Financial
                                   and Administrative Officer, Secretary
                                   and General Counsel


Date:    July 29, 1997


                                        4

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                                  EXHIBIT INDEX



Exhibit No.                        Description
- -----------                        ------------
   16                              Letter of Tanner + Co., dated July 28, 1997.


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                            [TANNER + CO. LETTERHEAD]


                                                              July 28, 1997



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:      Commodore Separation Technologies, Inc.
         File Ref. No. 0-22291


         We were previously the principal accountant for Commodore Separation
Technologies, Inc. and under the date of August 1, 1996 except for notes 2 and
3, which are dated October 14, 1996 and except for notes 1, 4, 5, and 7, which
are dated February 4, 1997 we reported on the financial statements for the
period ended June 30, 1996. On July 28, 1997, our appointment as principal
accountant was terminated. We have read Commodore Separation Technologies,
Inc.'s statements included under Item 4 of its Form 8-K dated July 28, 1997 and
we agree with such statements.

                                                    Sincerely,



                                                    TANNER + CO.







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