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 19, 1995
Memry Corporation
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-14068 06-1084424
----------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
57 Commerce Drive, Brookfield, Connecticut 06804
------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 740-7311
------------------------------------------------------------
(Former name or former address, if changed since last report)
Exhibit Index
at Page 5
<PAGE>
-2-
Item 4. Changes in Registrant's Certifying Accountant.
On June 19, 1995, Ernst & Young LLP ("E&Y") resigned as independent
auditors of Memry Corporation, a Delaware corporation (the "Registrant").
Because E&Y resigned, rather than having been dismissed by the Registrant,
neither the Registrant's Board of Directors nor the Registrant made a decision
to change accounting firms. The Registrant does not have a separate audit
committee of the Board of Directors.
E&Y's reports on the Registrant's financial statements for each of the past
two fiscal years were modified with respect to the existence of substantial
doubt about the ability of the Registrant to continue as a going concern. Except
as provided in the immediately preceding sentence, said reports did not contain
an adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles.
In connection with E&Y's audits of the Registrant's financial statements
for each of the two most recent fiscal years ended June 30, 1993 and June 30,
1994, respectively, and through the date of the subsequent interim periods
ending June 19, 1995 (the date of E&Y's resignation as the Registrant's
independent auditors), E&Y and the Registrant have not had any disagreements on
any matters of accounting principles or practices, financial statement
disclosure or auditing scope and procedures which disagreements, if not resolved
to E&Y's satisfaction, would have caused E&Y to make a reference to the subject
matter of the disagreements in E&Y's report. E&Y has not performed any
procedures with respect to interim periods after the most recent fiscal year
end.
The Registrant has requested that E&Y furnish the Registrant with a letter
addressed to the Commission stating whether E&Y agrees or disagrees with the
above statements. A copy of this letter, dated June 23, 1995, is attached hereto
as Exhibit 16.
<PAGE>
-3-
Item 7. Financial Statements and Exhibits.
Exhibit 16 Letter from Ernst & Young LLP, the Registrants's former independent
auditors, regarding concurrence or disagreement with the statements
made by the Registrant in this Form 8-K.
<PAGE>
-4-
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.
MEMRY CORPORATION
Date: June 23, 1995 By: /s/ JAMES G. BINCH
-----------------------------
James G. Binch
President
<PAGE>
-5-
EXHIBIT INDEX
Sequential
Exhibit No. Description of Document Page Number
- - ----------- ----------------------- -----------
16 Letter from Ernst & Young LLP, the 6
Registrants's former independent
accountants and auditors, regarding
concurrence or disagreement with the
statements made by the Registrant
in this Form 8-K.
<PAGE>
-6-
ERNST & YOUNG LLP
200 Clarendon Street
Boston, Massachusetts 02116-5072
Phone: (617) 266-2000
June 23, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated June 23, 1995, of Memry Corporation
and are in agreement with the statements contained therein, except that we have
no basis to agree or disagree with statements of the registrant contained in the
second and third sentences of the first paragraph therein.
/s/ ERNST & YOUNG LLP
-----------------------------
Ernst & Young LLP
