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.)
2 Corporate Plaza, Suite 125
Newport Beach, California 92660
(Address of Principal Executive Office) (Zip Code)
Registrant s telephone number, including area code (714) 719-1234
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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 or any reportable events.
The reports of the former principal accountants on the financial
statements of the registrant, for the fiscal year ended May 31, 1995,
contained a qualified opinion or uncertainty relative to the company s
ability to continue as a going concern. Prior reports contained no
adverse opinion nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
The Registrant s Board of Directors has approved the decision to
change accountants. <PAGE>
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 April 26, 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
April 26, 1996 By: /s/ Grant S. Kesler
Grant S. Kesler
President
[Letterhead]
Grant Thornton
April 26, 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 of Metalclad Corporation dated March
29, 1996, which we received on April 17, 1996, as amended by Form 8-K/A
dated April 19, 1996. With respect to the first, second and fourth
paragraph of Item 4 of that Form 8-K/A, we agree with the statements
contained therein. With respect to the third paragraph of Item 4 of the
Form 8-K/A, we believe it should be supplemented and, in part, amended as
follows.
Our reports on the consolidated financial statements of the registrant for
the fiscal years ended May 31, 1994 and 1995 did not contain qualified
opinions. However, our 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, our
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.
Very truly yours,
/s/ Grant Thornton LLP
