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UNITED STATES
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): October 1, 1998
Irvine Sensors Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-8402 33-0280334
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3001 Redhill Avenue
Costa Mesa, California 92626
(Address of principal executive offices, including Zip Code)
(714) 549-8211
(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant
(a). Previous independent accountants
On October 1, 1998, the Company dismissed PricewaterhouseCoopers LLP as its
independent accountants effective as of the Company's fiscal year ended
September 27, 1998.
The Registrant's Audit Committee participated in and approved the decision
to change independent accountants.
The reports of PricewaterhouseCoopers LLP on the financial statements for
the past two fiscal years contained no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principle.
In connection with its audits for the two most recent fiscal years and
through October 1, 1998 there have been no disagreements with
PricewaterhouseCoopers 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 PricewaterhouseCoopers LLP
would have caused them to make reference thereto in their reports on the
financial statements for such years.
During the two most recent fiscal years and through October 1, 1998, there
has been a single reportable event (as defined in Regulation S-K Item
304(a)(1)(v)). In connection with the audit of the Company's financial
statements for the year ended September 29, 1996, PricewaterhouseCoopers LLP
reported to the Audit Committee of the Board of Directors that they noted a
material weakness in the Company's procedures for valuing inventory at its
Computer Products Operation located in Vermont. The Company subsequently closed
this Operation.
The Registrant has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated October 2, 1998 is filed as
Exhibit 16 to this Form 8-K.
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(b). New independent accountants
On October 1, 1998, the Company selected Grant Thornton LLP to act as its
independent accountants effective as of the Company's fiscal year ended
September 27, 1998.
During the two most recent fiscal years and through October 1, 1998, the
Registrant has not consulted with Grant Thornton LLP regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Registrant's financial statements, and either a written report was provided
to the Registrant or oral advice was provided that Grant Thornton LLP concluded
was an important factor considered by the Registrant in reaching a decision as
to the accounting, auditing or financial reporting issue; or (ii) any matter
that was either the subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
Item 7. Financial Statements and Exhibits
The following exhibits are filed as part of this Current Report on Form 8-
K:
Exhibit
Number Exhibit
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16 Letter from PricewaterhouseCoopers LLP to the SEC dated
October 2, 1998.
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.
Date: October 2, 1998
IRVINE SENSORS CORPORATION
By: /s/ John J. Stuart, Jr.
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John J. Stuart, Jr.
Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Sequentially Numbered
Page
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16 Letter from PricewaterhouseCoopers LLP to the SEC
dated October 2, 1998 5
4
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EXHIBIT 16
October 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Irvine Sensors Corporation
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We have read Item 4 of Irvine Sensors Corporation's Form 8-K dated October 2,
1998 and are in agreement with the statements contained in paragraph 4(a)
therein.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
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