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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): JUNE 10, 1997
IPL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS
(State or other jurisdiction of incorporation)
0-10370 33-026715
(Commission File No.) (IRS Employer Identification No.)
124 ACTON STREET
MAYNARD, MASSACHUSETTS 01754
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (508) 461-1000
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On June 3, 1997, IPL Acquisition Corp., a Delaware corporation ("IPL
Sub") and a wholly owned subsidiary of IPL Systems, Inc. ("IPL") merged with and
into Andataco, a California corporation ("Andataco"), pursuant to an Agreement
and Plan of Merger and Reorganization, dated February 28, 1997, among IPL, IPL
Sub, Andataco and W. David Sykes, a shareholder of Andataco ("Sykes") (the
"Merger Agreement"). Upon consummation of the merger of IPL Sub with Andataco
(the "Merger"), IPL Sub ceased to exist, and Andataco, the surviving
corporation, became a wholly owned subsidiary of IPL.
Prior to the Merger, Deloitte & Touche LLP ("Deloitte & Touche") had
served as IPL's independent accountants, and Price Waterhouse LLP ("Price
Waterhouse") had served as Andataco's independent accountants. The new
management of IPL following the Merger has determined to engage Price Waterhouse
as IPL's independent accountants after completion of the Merger and has so
notified Deloitte & Touche. On June 10, 1997, IPL's Board of Directors ratified
management's decision to engage Price Waterhouse as IPL's independent
accountants for the fiscal year ending October 31, 1997.
The reports of Deloitte & Touche for the two fiscal years ended
December 31, 1995 and 1996, do not contain an adverse opinion or a disclaimer of
opinion, nor were such reports qualified or modified as to uncertainty, audit
scope or accounting principles, financial statement disclosure or practice,
except that the report for the year ended December 31, 1996 included an
explanatory paragraph relating to an uncertainty regarding the ability of IPL to
continue as a going concern. Moreover, during such two fiscal years and any
subsequent interim period proceeding the date of IPL's change in accountants,
there have been no disagreements with Deloitte & Touche on any matter of
accounting principles or practices, financial statement disclosure or audit
scope or procedure, nor were there any reportable events with respect to which
disclosure is required under this Item 4. A letter of Deloitte & Touche
addressed to the Securities and Exchange Commission, is attached hereto as
Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 Letter of Deloitte & Touche LLP.
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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 duly authorized.
IPL SYSTEMS, INC.
Dated: June 16, 1997 By: /s/ Richard A. Hudzik
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Richard A. Hudzik
Vice President, Finance, Chief Financial
Officer, Treasurer and Clerk
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INDEX TO EXHIBITS
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PAGE NO.
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99.1 Letter of Deloitte & Touche LLP.
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Exhibit 99.1
June 17, 1997
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of IPL Systems,
Inc. dated June 10, 1997, except that we have no basis to agree or disagree
with the comments made in the third sentence of the second paragraph of Item 4.
Yours truly,
/s/ Deloitte & Touche LLP
Boston, Massachusetts
