<PAGE> 1
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
Date of Report (Date of earliest event reported): August 1, 2000
CADEMA CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-9614 88-0160741
---------------------------- ------------ -------------------
(State or Other jurisdiction (Commission (IRS Employer
of Incorporation File No.) Identification No.)
c/o Number one Corporation, 50 Washington St., Norwalk CT 06854
--------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrants telephone Number (including area code) (203) 854-6711
Former name or former address, if changed since last report:
Not Applicable
<PAGE> 2
FORM 8-K
Item 1. Changes in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposition of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Change in Registrant's Certifying Accountant.
1. On August 1, 2000, the Company was notified that Rudolph, Palitz LLC had
merged with McGladrey & Pullen, LLP and that Rudolph, Palitz LLC would no
longer be the auditor for the Registrant. McGladrey & Pullen, LLP was
appointed as the Registrant's new auditor.
2. The auditor's reports from Rudolph, Palitz LLC for the Registrant's past
two fiscal years did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope,
or accounting principles.
3. The decision to engage McGladrey & Pullen, LLP was not approved by the
Board of Directors.
4. During the Registrant's two most recent fiscal years and the subsequent
interim period preceding the change, there have been no disagreements with
Rudolph, Palitz LLC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
5. The Registrant has requested Rudolph, Palitz LLC to furnish a letter
addressed to the Commission stating whether it agrees with the statements
made in this Item. Such letter is included in an exhibit to this Form 8K.
<PAGE> 3
Item 6. Resignations of Registrant's Directors
Not Applicable
Item 7. Financial Statements and Exhibits
Not Applicable
Item 8. Change in Fiscal Year
Not Applicable
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 authorized.
Cadema Corporation
/s/ Roger D. Bensen
------------------------------
Date: August 4, 2000 Roger D. Bensen
Chairman of the Board and
Chief Executive Officer
<PAGE> 4
Securities and Exchange Commission
Washington, D.C. 20549
Gentleman:
We were previously the independent accountants for Cadema Corporation, and
on February 8, 2000 we reported on the consolidated financial statements of
Cadema Corporation and subsidiary as of and for the three years ended December
31, 1999. On August 1, 2000 we informed Cadema Corporation that we had merged
with McGladrey & Pullen, LLP and we would no longer be the independent
accountants of Cadema Corporation. We have read Cadema Corporation's statements
included under Item 4 of its Form 8-K for August 4, 2000 and we agree with such
statements.
Rudolph, Palitz LLC
Blue Bell, Pennsylvania
August 4, 2000
