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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): APRIL 18, 1996
SPIRE INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Utah 0-6425 87-0284979
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
311 North State Street
Orem, Utah 84057
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(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (801) 226-3355
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AMENDMENT NO. 1
1. The Registrant hereby amends its Form 8-K dated April 18, 1996
previously filed with the Commission to include the following Item 4.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) From 1979 to July 1995, the Registrant retained the firm of Peat
Marwick LLP ("KPMG"), independent certified public accountants, to audit the
financial statements of the Registrant. On July 14, 1995, upon the
recommendation of the Registrant's Board of Directors, the Registrant engaged
Tanner + Co. ("Tanner") to audit the financial statements of the Registrant for
the year ended April 30, 1995 and notified KPMG of its dismissal as independent
auditor. KPMG's reports on the Registrant's financial statements for the fiscal
years ended April 30, 1993 and 1994 contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles. The Registrant had no disagreements with KPMG on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved, would have caused KPMG to
make reference to the subject matter of the disagreement in connection with its
reports. In addition, during the fiscal year and the interim period during
which KPMG served the Registrant preceding its dismissal, the Registrant had no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, promulgated
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"). No
consultations occurred between the Registrant and Tanner during the two fiscal
years and any interim period preceding the appointment of Tanner regarding the
application of accounting principles, the type of audit opinion that might be
rendered or other information considered by the Registrant in reaching a
decision as to any accounting, auditing or financial reporting issue.
(b) Upon consummation of the Share Exchange, and pursuant to the
recommendation and approval of the Registrant's Board of Directors, the
Registrant determined to retain the services of KPMG, who had served as the
independent auditor of the Spire Companies since October 1995, to audit the
financial statements of the Registrant for the fiscal year ending April 30,
1996, and to dismiss Tanner. Tanner's report on the Registrant's financial
statements for the fiscal year ended April 30, 1995 contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. The Registrant had no disagreements with
Tanner on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved, would have
caused Tanner to make reference to the subject matter of the disagreement in
connection with its reports. In addition, during the period from Tanner's
appointment on July 14, 1995 until Tanner's dismissal in April 1996 upon
consummation of the Share Exchange, the Registrant had no reportable events
as defined in Item 304(a)(1)(v) of Regulation S-K. No consultations occurred
between the Registrant and KPMG during such period regarding the application
of accounting principles, the type of audit opinion that might be rendered or
other information considered by the Registrant in reaching a decision as to an
accounting, auditing or financial reporting issue.
(c) Neither Tanner nor KPMG has advised the Registrant that (i) the
internal controls necessary for the Registrant to develop reliable financial
statements do not exist; (ii) information has come
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to Tanner or KPMG's attention which has made Tanner or KPMG unwilling to rely on
management's representations, or unwilling to be associated with the financial
statements prepared by management; (iii) there is or was a need to expand
significantly the scope of its audit, or (iv) information had come to Tanner's
or KPMG's attention, that Tanner or KPMG has concluded will, or that if further
investigated might, materially impact the fairness or reliability of either a
previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal period
subsequent to the date of the most recent audited financial statements.
(d) The Registrant has requested that Tanner and KPMG review the
disclosures made herein, and express an opinion on whether they agree with such
disclosures. A copy of Tanner's letter to the Commission is filed as an exhibit
hereto. A copy of KPMG's letter to the Commission was filed previously with the
Commission as Exhibit 16 to the to the Registrant's Current Report on Form 8-K
dated July 14, 1995.
2. The Registrant hereby amends Item 7 of its Form 8-K dated April 18,
1996 previously filed with the Commission by such Item 7 and replacing it in its
entirety as follows in order to file as an exhibit a letter from Tanner pursuant
to the requirements of Regulation S-K Item 304(a)(3):
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The Combined Financial Statements of Spire and Spire Systems required
pursuant to this Item 7(a) are filed as part of this Report as pages 3 through
15.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information of the Registrant and the Spire
Companies required pursuant to this Item 7(b) are filed as part of this Report
as pages 16 through 19.
(c) EXHIBITS.
The following exhibits are included herein:
REG S-K EXHIBIT
EXHIBIT NO. DESCRIPTION NO.
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4 Articles of Amendment and Share Exchange* 1
16 Accountants' letter from Tanner + Co. 3
16 Accountants' letter from KPMG Peat Marwick LLP** --
99 Press Release dated April 22, 1996* 2
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* Filed previously with the Registrant's Current Report on Form 8-K dated
April 18, 1996.
** Filed previously with the Commission as Exhibit No. 16 to the Registrant's
Current Report on Form 8-K dated July 14, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to Current Report on Form 8-K/A
to be signed on its behalf by the undersigned thereunto duly authorized.
SPIRE INTERNATIONAL CORP.
By: /s/ ROBERT K. BENCH
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Robert K. Bench, President
Date: July 29, 1996
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[LETTERHEAD]
July 29, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
re: Spire International Corp. (Formerly Amacan Resources Corporation)
File Ref. No. 0-6425
We were previously the principal accountants for Amacan Resources
Corporation, and, under the date of July 25, 1995, we reported on the
financial statements of Amacan Resources Corporation, as of and for the year
ended April 30, 1995. Our appointment as the principal accountant for Amacan
Resources Corporation was terminated. We have read Spire International
Corp.'s statements included under Item 4 of its Form 8-K dated April 18, 1996
and we agree with such statements.
Sincerely,
/s/ TANNER & CO.
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Tanner & Co.
