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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 27, 1996
HARLYN PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
California 0-7473 95-2251026
(State or other
Jurisdiction Commission (IRS Employer
of Incorporation) File Number Identification No.)
1515 South Main Street
Los Angeles, California 90015
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (213) 746-0745
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Item 4. Changes in Registrant's Certifying Accountant
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On October 17, 1996, Registrant retained Rose, Snyder & Jacobs as its
certified public accountants and to begin to audit the fiscal year ended June
30, 1996.
On September 27, 1996, the Registrant was informed by its independent
auditors, Deloitte & Touche LLP ("Deloitte") of Deloitte's resignation,
effective as of that date.
The reports of Deloitte on the financial statements of the Registrant for
each of the two fiscal years in the period ended June 30, 1995 did not contain
any adverse opinion or disclaimer of opinion and were not qualified or modified
as to undertainty, audit scope or accounting principles. For the two fiscal
years in the period ended June 30, 1995 and from July 1, 1995 through September
27, 1996, there were no disagreements between Registrant and Deloitte on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope of procedures.
On June 25, 1996, Deloitte informed the audit committee of the Registrant
that if certain conditions were not met regarding which of the Registrant's
management personnel would be responsible for the Registrant's financial
statements, it would be unwilling to rely on managements' representations
regarding the Registrant's financial statements. In connection with its
resignation of September 27, 1996, Deloitte informed the Registrant and the
chairman of the Registrant's audit committee that it had determined that the
conditions previously communicated had not been met, that it was no longer
willing to rely on managements' representations and that it was unwilling to be
associated with the financial statements prepared by management.
Deloitte has also advised the Registrant that the financial statements for
the interim periods ended December 31, 1995 and March 31, 1996 should be
restated for a correction of an error relating the Company's miscalculation of
the amount of gold inventories. As a result of such errors, the recorded amount
of inventories was overstated by $825,000 and $217,000 at December 31, 1995 and
March 31, 1996, respectively. The Registrant has revised operating results for
the quarters ended December 31, 1995 and March 31, 1996 caused by a
miscalculation of leased gold. The effect of the revisions are to change
previously reported profits of $128,000 or $0.03 per share for the three months
ended December 31, 1995 to a loss of $697,000 or ($0.15) per share. The loss for
the six months ended December 31, 1995 was revised from $762,000 or ($0.16) per
share to a loss of $1,587,000 or ($0.33) per share. For the three months ended
March 31, 1996, the effect of the revisions was to change the loss of $6,640,000
or ($1.40) per share to a loss of $6,032,000 or ($1.27) per share. For the nine
months then ended, the loss was then revised to $7,619,000 or ($1.60) per share
from the previously reported $7,402,000 or ($1.56 per share).
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In connection with the audit of the Registrant's financial statements for
the fiscal year ended June 30, 1994, Deloitte had informed the Registrant of
certain matters related to the Registrant's internal control structure and its
operations that Deloitte considered to be reportable conditions under standards
established by the American Institute of Certified Public Accountants. For the
year ended June 30, 1995, Deloitte did not identify any reportable conditions.
Also, in the June 25, 1996 meeting referred to above, Deloitte has told the
Registrant that it orally informed the Registrant that its internal control
structure and its operations had deteriorated during the year ended June 30,
1996 and that management oversight of the financial reporting process should be
strengthened.
The Registrant has authorized Deloitte to respond fully to inquiries of the
Registrant's successor accountant.
Item 7. Financial Statements and Exhibits
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Exhibits
4.1 Letter from Deloitte & Touche LLP dated October 21, 1996.
SIGNATURES
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Pursuant to the requirements of Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on October 21, 1996.
HARLYN PRODUCTS, INC.
(Registrant)
/s/ EDWARD DUDZIAK
By: EDWARD DUDZIAK, President
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[LETTERHEAD OF DELOITTE & TOUCHE LLP]
October 21, 1996
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read the comments in Item 4 of Form 8-K/A-1 of Harlyn Products, Inc.
dated October 21, 1996. We agree with the comments in paragraphs 2, 3, 4, 6 and
7 and sentences 1 and 2 of paragraph 5. We have no basis to agree or disagree
with the comments in paragraph 1 or sentences 3, 4, 5, 6 and 7 of paragraph 5.
Yours truly,
Deloitte & Touche LLP
