================================================================================
SECURITIES AND EXCHANGE COMMISSION
================================================================================
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 1998
Megadata Corp.
(Exact name of registrant as specified in its charter)
New York 000-07642 112208938
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
35 Orville Drive, Bohemia, New York 11716-2598
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 589-6800
(Former name or former address, if changed since last report.)
================================================================================
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
(a)(1) On October 28, 1998, Megadata Corp. (the "Company") replaced
Ghassemi, Phoel and Company, the independent accountant who had been engaged as
the principal accountant to audit the Company's financial statements. For the
past two fiscal years, Ghassemi, Phoel and Company's report on the Company's
financial statements contained no adverse opinion, disclaimer of opinion,
qualified opinion nor opinion modified as to uncertainty, audit scope or
accounting principles. The decision to change accountants was approved by the
Board of Directors of the Company. During the Company's two most recent fiscal
years and the subsequent interim period preceding the dismissal, up to the date
of termination of Ghassemi, Phoel and Company, there were no disagreements with
Ghassemi, Phoel and Company on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
(2) On November 4, 1998 the Company engaged Ernst & Young LLP to act as
principal accountant to audit the Company's financial statements.
(3) Ghassemi, Phoel and Company have furnished the Company with a
letter, addressed to the Securities and Exchange Commission, stating their
agreement with the statement in paragraph 1.
Item 601(a) of Description
Regulation S-K
Exhibit No.
EX 16 Letter re: change in certifying accountant
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
MEGADATA CORP.
By: /s/ G.S. Beckwith Gilbert
G.S. Beckwith Gilbert
President and Chief Executive Officer
Date: November 13, 1998
[Letterhead of Ghassemi, Phoel & Company]
November 13, 1998
Security and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Megadata Corporation
Commission File # 0-7642
Gentlemen:
We have read the above referenced Registrant's response to item 4 - Changes in
Registrant's Certifying Accountant with respect to its Current Report on Form
8K/A dated October 28, 1998 and concur with the statements made therein.
Yours truly,
/s/ Sy Ghassemi
Sy Ghassemi C.P.A.
Ghassemi, Phoel & Co.
