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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C
FORM 8-K/A
Amendment No. 1 to
Current Report
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 9, 1997
EIP MICROWAVE, INC.
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(Exact name of issuer as specified in charter)
DELAWARE 0-5351 95-2148645
(State or other jurisdiction of Commission (I.R.S. Employer
incorporation or organization) file number Identification Number)
3 Civic Plaza
Suite 265
Newport Beach, California 92660
(Address of principal executive offices)
714-720-1766
(Registrant's telephone number, including area code)
1745 McCandless Drive
Milpitas, California 95035
408-945-1477
(Address of principal place of business)
Item 4. Change in Registrant's Certifying Accountant
(a) Previous independent accountants
On October 9, 1997, EIP Microwave, Inc. (the "Company") dismissed Price
Waterhouse LLP as its independent accountants. The reports of Price
Waterhouse LLP on the financial statements for the years ended September 30,
1995 and 1996 contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principle, except that their reissued report on the financial statements for
the year ended September 30, 1996, which was dual dated December 23, 1996 and
October 23, 1997 includes an explanatory paragraph regarding the restatement
to reflect waived directors fees as an extraordinary item and to express
substantial doubt regarding the Company's ability to continue as a going
concern. The Company's Audit Committee participated in and approved the
decision to change independent accountants. In connection with its audits for
the two most recent fiscal years and through October 9, 1997, there have been
no disagreements with Price Waterhouse LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of Price
Waterhouse LLP would have caused them to make reference thereto in their
report on the financial statements for such years. The Company has requested
that Price Waterhouse LLP furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated October 23, 1997, is filed as
Exhibit 16 to this Form 8-K/A.
(b) New independent accountants
The Company engaged Meredith, Cardozo, Lanz & Chiu LLP as its new independent
accountants as of October 9, 1997.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
16 Letter dated October 23, 1997 from Price Waterhouse LLP to the
Securities and Exchange Commission.
SIGNATURE
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.
EIP MICROWAVE, INC.
October 24, 1997 /s/ Lewis R. Foster
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Lewis R. Foster
President
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EXHIBIT 16
October 23, 1997
Securities and Exchange Commission
630 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
EIP Microwave, Inc.
We have read item 4 of EIP Microwave, Inc.'s Form 8-K/A dated October 24,
1997 and are in agreement with the statements contained in paragraph 4(a)
therein.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
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Price Waterhouse LLP