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Form 8-K for ERGOBILT INC filed on Aug 25 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 18, 1998
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(Date of earliest event reported)
ERGOBILT, INC.
(Exact Name of Registrant as Specified in Charter)
TEXAS 0-22077 75-2600529
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
9244 MARKVILLE DRIVE
DALLAS, TEXAS 75243
(Address of Principal Executive Offices, Including Zip Code)
(972) 889-3742
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(Registrant's telephone number,
including area code)
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ERGOBILT, INC.
FORM 8-K
ITEM 4. RESIGNATION OF REGISTRANT'S CERTIFYING ACCOUNTANT .
PricewaterhouseCoopers LLP (formerly Coopers & Lybrand LLP, which
became PricewaterhouseCoopers LLP ("PwC") on July 1, 1998) resigned as the
registrant's independent accountants on August 18, 1998.
PwC was engaged to audit the registrant's financial statements for its
fiscal year ended February 28, 1998. However, PwC has not issued a report on the
financial statements of the registrant, as PwC's audit was incomplete. The
accountant's report on the financial statements for the fiscal year ended
December 31, 1996, issued by KPMG Peat Marwick LLP, contained no adverse opinion
or a disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope, or accounting principles.
Through August 18, 1998, there have been no disagreements with PwC 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 PwC would have caused them to make reference in their
report, if issued, for the fiscal year ended February 28, 1998.
From the date of its engagement, through August 18, 1998, PwC advised
the registrant of the following reportable events under Regulation S-K item
304(a)(l)(v), which were not resolved at the date of its resignation:
1. At a meeting, which was initiated by PwC, with certain members of
the Board of Directors on June 24, 1998, PwC advised the
registrant of the following issues:
There were significant internal control deficiencies
giving rise to material audit adjustments;
The registrant has recorded material amounts of
goodwill and a determination has not been made of the
amount of impairment, if any, of such goodwill;
PwC would need to review the scope and findings of
an investigation of the registrant's interim
reporting for the fiscal year ended February 28,
1998, and the registrant's response, if any, to such
findings. This investigation was being supervised by
a law firm, as approved by the registrant's Board of
Directors on May 13, 1998. At the date of PwC's
resignation, this investigation was incomplete;
If PwC were to issue a report on the registrant's
financial statements for the fiscal year ended
February 28, 1998 the report would contain an
explanatory paragraph indicating that there is
substantial doubt about the registrant's ability to
continue as a going concern.
2. Additionally, PwC also advised several Board members that as a
result of the resignation of the registrant's Chief Financial
Officer, it would be unable to obtain the customary "management
representation" letter from existing management.
The registrant has provided PwC with a copy of the disclosures being
reported in this report on Form 8-K prior to its filing with the Commission. A
copy of PwC's letter response to this item is attached as an Exhibit to this
report.
ITEM 7. (c) EXHIBITS
The exhibits filed as a part of this report are listed on the
Index to Exhibits on page 4 of this report, which index is
incorporated in this Item 7(c) by reference.
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SIGNATURE
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.
Date: August 25, 1998 ERGOBILT, INC.
By: /s/ SCOTT D. HAKALA
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Scott D. Hakala
Director
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INDEX TO EXHIBITS
The following exhibit to this report is incorporated herein by reference:
99.1. Letter response of PricewaterhouseCoopers LLP
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EXHIBIT 99.1
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
August 25, 1998
Commissioners:
We have read the statements made by ErgoBilt, Inc. (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 for the month of August 1998. We agree
with the statements concerning our firm in such Form 8-K. We have no basis to
agree or disagree with the registrant's statements regarding KPMG Peat Marwick,
L.L.P.
Very truly yours,
/s/ PriceWaterhouseCoopers LLP
