INRAD INC
8-K, 1996-09-03
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC  20549

                                    FORM 8-K

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported):    August 1, 1996

                                   INRAD, INC.
             (Exact name of registrant as specified in its charter)

     New Jersey                      0-11668                     22-2003247
   (State or other                 (Commission                (I.R.S. Employer
 jurisdiction of in-              File Number)                Identification #)

                 181 Legrand Avenue, Northvale, NJ        07647
              (Address of principal executive offices)  (Zip Code)

      Registrant's telephone number, including area code:    (201) 767-1910

                 Total number of sequentially numbered pages:  4

                          Exhibit index page number:  4


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ITEM 4    CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)  Previous Independent Accountants

     (i)    On August 9, 1996, INRAD, Inc. dismissed Price Waterhouse LLP as its
            independent accountants.

     (ii)   The reports of Price Waterhouse LLP on the financial statements for
            the past two fiscal years ended December 31 contained no adverse
            opinion or disclaimer of opinion and were not qualified or modified
            as to uncertainty, audit scope or accounting principle, except that
            such reports contained a separate paragraph regarding the
            uncertainty of the Company to continue as a going concern due to the
            Registrant's recurring losses and declining cash position.

     (iii)  The Registrant's Board of Directors participated in and approved the
            decision to change independent accountants.

     (iv)   In connection with its audits for the two most recent fiscal years
            and through August 1, 1996, there have been no disagreements with
            Price Waterhouse 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 Price Waterhouse LLP would have caused them to make reference
            thereto in their report on the financial statements for such years.

     (v)    During the two most recent fiscal years and through August 1, 1996
            there have been no reportable events [as defined in Regulation S-K
            Item 304(a)(1)(v)].

     (vi)   Price Waterhouse LLP has furnished the Registrant with a letter
            addressed to the SEC stating that it agrees with the above
            statements.  A copy of this letter is included as an exhibit to this
            Form 8-K Report.

(b)  New Independent Accountants

     (i)    The Registrant engaged Grant Thornton LLP as its new independent
            accountants as of August 1, 1996.  During the two most recent fiscal
            years and through August 1, 1996, 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 paragraph
            304(a)(1)(iv) of Regulation S-K and the related instructions to
            Regulation S-K) or a reportable event (as that term is defined in
            paragraph 304(a)(1)(v) of Regulation S-K).


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                                   SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                             INRAD, INC.
                                             -----------


                                             By:  /s/Warren Ruderman
                                                -------------------------------
                                                Warren Ruderman, President/CEO


Date:  August 29, 1996


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<PAGE>

                                                                       EXHIBIT 1

PRICE WATERHOUSE LLP



August 26, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:


                                        INRAD, INC.
                                        -----------


We have read Item 4 of INRAD, Inc's.  Form 8-K dated August 1, 1996 and are in
agreement with the statements contained in paragraph 4(a) therein.

Yours very truly,


/s/Price Waterhouse LLP
Price Waterhouse LLP


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