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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C
FORM 8-K/A
Amendment No. 2 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 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 November 13, 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 November 13, 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.
November 13, 1997 /s/ Lewis R. Foster
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Lewis R. Foster
President
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EXHIBIT 16
November 13, 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 November 13,
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
