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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: January 18, 2000
SPIGADORO, INC.
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(Exact name of registrant as specified in charter)
DELAWARE
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(State of other jurisdiction of incorporation)
001-15617 13-3920210
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(Commission File Number) (IRS Employer Identification No.)
70 East 55th Street, 24th Floor, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: 212-754-4271
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(Former Address, if changed since Last Report) (Zip Code)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
Spigadoro, Inc., formerly known as IAT Multimedia, Inc. (the
"Company"), has historically engaged Rothstein, Kass & Company, P.C. as its
independent auditors ("Rothstein Kass"). On December 29, 1999, the Company,
completed the acquisition of all of the outstanding common stock of Petrini
S.p.A., an Italian company ("Petrini"), pursuant to the terms of a Stock
Purchase Agreement between the Company and Gruppo Spigadoro N.V. (the "Petrini
Acquisition"). As a result of the Petrini Acquisition, the Company's Board of
Directors and Audit Committee authorized management of the Company to engage
Deloitte & Touche LLP as the Company's principal independent auditors for the
fiscal year ended December 31, 1999 for the purposes of rendering an audit
opinion for the Company's consolidated financial statements as well as
conducting an audit of Petrini's operations located in Italy and on January 18,
2000, Deloitte & Touche was engaged for such purposes. Rothstein Kass, however,
will continue to audit the Company's subsidiaries located in Switzerland and
Germany and Petrini's operating subsidiary in the United States.
Management represents as follows: (a) There have been no disputes
between management and Rothstein Kass and their reports have not contained an
adverse opinion or disclaimer of opinion, and were not qualified or modified as
to uncertainty, audit scope, or accounting principles; (b) during the Company's
two most recent fiscal years and any subsequent interim period, there were no
disagreements with Rothstein Kass on any matter of accounting principles or
practices, financial statement disclose, or auditing scope or procedure; and (c)
Rothstein Kass expressed no disagreement or difference of opinion regarding any
"reportable" event as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.
In addition, during the Company's two most recent fiscal years and any
subsequent interim period, Rothstein Kass has not advised the Company that: (a)
the internal controls necessary to develop reliable financial statements did not
exist; (b) information had come to the attention of Rothstein Kass which made it
unwilling to rely on management's representation, or unwilling to be associated
with the financial statements prepared by management; (c) the scope of the audit
should have been expanded significantly; or (d) information had come to
Rothstein Kass's attention that it had concluded would, or if further
investigated might have, materially impacted the fairness or reliability of a
previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent audited financial statements,
including information that might have precluded the issuance of an unqualified
audit report, and the issue had not been resolved to Rothstein Kass's
satisfaction.
The Company requested, and Rothstein Kass has furnished, a letter
addressed to the Securities and Exchange Commission stating that Rothstein Kass
agrees with the above statements that pertain to Rothstein Kass. A copy of such
letter, dated January 18, 2000, is filed as Exhibit 16.1 to this Form 8-K.
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
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(c) Exhibits
16.1 Letter dated January 18, 2000 from Rothstein Kass & Company P.C.
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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 hereunto duly authorized.
SPIGADORO, INC.
By: /s/ Jacob Agam
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Jacob Agam
Chairman of the Board and
Chief Executive Officer
Date: January 19, 2000
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EXHIBIT 16.1
January 18, 2000
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Gentlemen:
We have read the statements made by Spigadoro, Inc., (formerly known as IAT
Multimedia, Inc.) 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 January 2000. We agree with the statements concerning our firm in such
Form 8-K.
Very Truly Yours,
/s/ Rothstein, Kass & Company, P.C.
