<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
------------------------
November 03, 1997
Date of Report (Date of earliest event reported)
Datametrics Corporation
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 0-8567 95-03545701
---------------- ------------ --------------------
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
incorporation)
21135 Erwin Street
Woodland Hills, Ca. 91367
------------------- ---------
(Address of principal (Zip code)
executive offices)
</TABLE>
(818) 598-6200
--------------------
Registrant's telephone number, including area code
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
---------------------------------------------
a. Effective November 03, 1997, Datametrics Corporation ("Datametrics")
dismissed its prior certifying accountants, Ernst & Young LLP ("E&Y"). E&Y's
reports on Datametrics' financial statements during the two most recent fiscal
years contained no adverse opinion or a disclaimer of opinion, and were not
qualified as to uncertainty, audit scope or accounting principles.
During the last two fiscal years and the subsequent interim period to
the date hereof, there were no disagreements between Datametrics and E&Y on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of E&Y, would have caused it to make a reference to the subject
matter of the disagreements in connection with its reports.
None of the "reportable events" described in Item 304(a)(1)(v) of
Regulation S-K occurred with respect to Datametrics during the last two fiscal
years and the subsequent interim period to the date hereof.
b. The decision to change accountants was approved by Datametrics'
Audit Committee. Effective November 03, 1997, Datametrics engaged Deloitte &
Touche LLP as its certifying accountants. During the last two fiscal years and
the subsequent interim period to the date hereof, Datametrics did not consult
with Deloitte & Touche LLP or another accountant regarding any of the matters or
events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
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.
Item 7. Exhibits
16.1 Letter from Ernst & Young LLP regarding change in certifying
accountant.
Datametrics Corporation
November 07, 1997 By /s/ Daniel P. Ginns
--------------------------
Daniel P. Ginns
Chief Executive Officer
<PAGE>
EXHIBIT 16.1
[ERNST & YOUNG LETTERHEAD]
November 7, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen,
We have read Item 4 of Form 8-K dated November 7, 1997 by Datametrics
Corporation and in agreement with the statements contained in the a. paragraphs
on page 2 therein. We have no basis to agree or disagree with other statements
of the registrant contained therein.
/s/ Ernst & Young LLP
