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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
FILED PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported): August 16, 1995
COMMISSION FILE NO. 0-4988
AEROSONIC CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 74-1668471
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1212 No. Hercules Avenue, Clearwater, Florida 34625
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(Address of principal executive offices) (Zip Code)
(813) 461-3000
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(Registrants telephone number, including Area Code)
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Item 4. Changes in Registrant's Accountant.
Aidman, Piser & Company, was previously the principal accountants for
Aerosonic Corporation. On August 16, 1995, that firm's appointment as
principal accountants was terminated. Additionally, on August 16, 1995,
Coopers & Lybrand L.L.P. was engaged as principal accountants. The decision
to change accountants was approved by the Audit Committee of the Board of
Directors.
In connection with the audits of the two fiscal years ended January 31, 1995
the Aidman, Piser & Company P.A. reports, and the KPMG Peat Marwick's reports,
contained no adverse opinion or disclaimer of opinion, respectively, nor
were they modified or qualified as to uncertainty, audit scope,or accounting
principles.
The report of Aidman, Piser & Company, P.A. on the financial statements of
the Company as of the year ended January 31, 1995 reported uncertainty as to
the outcome and financial impact of the patent infringement law suit.
In connection with the audits of the two fiscal years ended January 31, 1995
and the subsequent interim period through August 16, 1995, there were no
disagreements with Aidman, Piser & Company, P.A. or KPMG Peat Marwick on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with that
opinion to the subject matter of the disagreement.
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EXHIBITS
Exhibit No. Description
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A The auditors' report on the financial statements of Aerosonic
for the years ended January 31, 1995 performed by Aidman, Piser
& Company, P.A..
B. The auditors' report on the financial statements of Aerosonic
for the years ended January 31,1995 performed by KPMG Peat Marwick.
C. Exhibit 16 - Letter dated August 18, 1995, from Aidman, Piser
& Company, P.A., the former independent certified public accountant
for the Company.
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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 therento duly authorized.
AEROSONIC CORPORATION
(Registrant)
Date: August 21, 1995
/s/ David S. Goldman
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David S. Goldman
Chief Financial Officer
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Independent Auditors' Report
Board of Directors
Aerosonic Corporation
Clearwater, Florida
We have audited the accompanying consolidated balance sheet of
Aerosonic Corporation and subsidiary as of January 31, 1995, and
the related consolidated statements of income (loss),
shareholders' equity and cash flows for the year then ended.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Aerosonic Corporation and subsidiary as of January 31, 1995,
and the results of their operations and their cash flows for the
year then ended, in conformity with generally accepted
accounting principles.
In connection with our audit of the financial statements
referred to above, we audited the 1995 financial statement
schedule listed under Item 14. In our opinion this financial
statement schedule presents fairly, in all material respects,
the information stated therein, when considered in relation to
the financial statements taken as a whole.
As discussed in Note 11 to the financial statements, the Company
was a defendant in a lawsuit alleging infringement of certain
patent rights. During the year ended January 31, 1995, an
$815,000 judgment (plus costs and post-judgment interest) was
entered against the Company on this matter. The Company has
recorded the basic $815,000 judgment as a liability at January
31, 1995. The Company has filed an appeal of the decision and
the plaintiff has filed a cross-appeal. The ultimate outcome of
the appeal process cannot presently be determined. Accordingly,
no further provision for any liability that may result upon
adjudication has been made in the accompanying financial
statements.
/S/Aidman, Piser & Company, P.A.
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AIDMAN, PISER & COMPANY, P.A.
Tampa, Florida
April 24, 1995
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Independent Auditors' Report
The Board of Directors and Shareholders Aerosonic Corporation:
We have audited the accompanying 1994 and 1993 consolidated
financial statements of Aerosonic Corporation and subsidiary as
listed in the accompanying index. In connection with our audits
of the 1994 and 1993 consolidated financial statements, we have
also audited the 1994 and 1993 financial statement schedule as
listed in the accompanying index. These consolidated financial
statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the 1994 and 1993 consolidated financial
statements referred to above present fairly, in all material
respects, the financial position of Aerosonic Corporation and
subsidiary as of January 31, 1994 and the results of their
operations and their cash flows for the two-year period ended
January 31, 1994, in conformity with generally accepted
accounting principles. Also in our opinion, the related 1994
and 1993 financial statement schedule, when considered in
relation to the basic 1994 and 1993 consolidated financial
statements taken as a whole, presents fairly in all material
respects, the information set forth therein.
As discussed in notes 1 and 4 to the consolidated financial
statements, the Company changed its method of accounting for
income taxes during the year ended January 31, 1993 to adopt the
provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes."
/s/ KPMG PEAT MARWICK LLP
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KPMG PEAT MARWICK LLP
April 8, 1994 (except note 14
which is as of April 12, 1994)
St. Petersburg, Florida
F-3
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AIDMAN, PISER & COMPANY, PA.
August 21, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We were previously principal accountants of Aerosonic Corporation and under
the date of April 24, 1995 we reported on the financial statements of
Aerosonic Corporation as of and for the year ended January 31, 1995. On
August 16, 1995 our apppointment as principal accountants was terminated. We
have read Aerosonic Corporation's statements included under Item 4 of its Form
8-K dated August 21, 1995 and we agree with such statements.
Very truly yours,
/s/ Aidman, Piser & Company, P.A.
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Aidman, Piser & Company, P.A.
