SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported) March 25, 1996
METALCLAD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-2000
(State or other jurisdiction (Commission File Number)
95-2368719
(I.R.S. Employer Identification No.)
3737 Birch Street, Suite 300
Newport Beach, California 92660
(Address of Principal Executive Office) (Zip Code)
Registrant s telephone number, including area code (714) 476-2772
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Item 4. Change in Registrant s Certifying Accountant.
The registrant has dismissed its former principal
accountants, Grant Thornton LLP, effective March 25, 1996.
During the two most recent fiscal years of the registrant
and each subsequent interim period preceding March 25, 1996 there
were no disagreements with the former accountants on any matter
of accounting principles or practices, financial statement
disclosure or auditing scope or procedure of any reportable
events.
The reports of the former principal accountants on the
consolidated financial statements of the registrant for the
fiscal years ended May 31, 1994 and 1995 did not contain <PAGE>
qualified opinions. However, their report dated September 12,
1994 on the consolidated financial statements of the registrant
for the year ended May 31, 1994 did contain an explanatory
paragraph regarding an uncertainty regarding a workers
compensation insurance premium assessment. Also, their report
dated August 31, 1995 (except for Note G, as to which the date
is September 12, 1995) on the consolidated financial statements
of the registrant for the year ended May 31, 1995 contained
explanatory paragraphs regarding uncertainties about the company
s ability to continue as a going concern and regarding the
company not having been granted all necessary governmental
authorizations to open and operate its hazardous waste facility
in Mexico.
The Registrant s Board of Directors has approved the
decision to change accountants.
On April 26, 1996, the Company engaged ARTHUR ANDERSEN
L.L.P. as its principal accountant.
Exhibits
The following exhibit is being filed with this Current
Report on Form 8-K/A:
Letter dated May 6, 1996 from Grant Thornton addressed to
the Securities and Exchange Commission pertaining to the
statements made by the registrant in response to Item 4 above.
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.
METALCLAD CORPORATION
May 6, 1996 By: /s/ Anthony C. Dabbene
Anthony C. Dabbene
Chief Financial Officer
(Letterhead)
Grant Thornton
May 6, 1996
Securities and Exchange Commission
Washington, DC 20549
Re: Metalclad Corporation
File No. 0-2000
Dear Sir or Madam:
We have read Item 4 of the Form 8-K/A3 of Metalclad Corporation
dated May 6, 1996 and agree with the statements contained in the
first, second, third and fourth paragraphs. We have no basis to
comment on the fifth paragraph of that Item 4.
Very truly yours,
/s/ Grant Thornton LLP
