<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported) January 25, 1999
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
Newport Beach, California 92660
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (949) 719-1234<PAGE>
Item 4. Change in Registrant s Certifying Accountant.
The registrant has dismissed its former principal accountants, Arthur
Andersen LLP, effective January 25, 1999.
During the two most recent fiscal years of the registrant and each
subsequent interim period preceding January 25, 1999, 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 consolidated
financial statements of the registrant for the fiscal years ended May 31,
1996 and December 31, 1996 did not contain any qualified, adverse or
disclaimer of opinions. However, their report dated April 15, 1998 on the
consolidated financial statements of the registrant for the year ended
December 31, 1997 did contain an explanatory paragraph regarding
uncertainties about the company s ability to continue as a going concern
given the company s recurring losses from operations and its large
accumulated deficit.
The registrant s Board of Directors has approved the decision to
change accountants.
On January 26, 1999, the company engaged Moss-Adams LLP as its
principal accountant.
Exhibits
The following exhibit is being filed with this Current Report on Form 8-K:
Letter dated February 1, 1999 from Arthur Andersen LLP 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
By: /s/Anthony C. Dabbene
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Anthony C. Dabbene
Chief Financial Officer
3<PAGE>
[Letterhead]
Arthur Andersen LLP
Suite 800
18201 Von Karman Avenue
Irvine, CA 92612-1006
714 757 3100
February 1, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Dear Sir:
We have read Item 4 included in the Form 8-K dated January 25, 1999 of
Metalclad Corporation to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
AMP/L02001DK
Copy to:
Mr. Anthony C. Dabbene
Chief Financial Officer
Metalclad Corporation
