<PAGE>
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) September 20, 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)
Total # of Pages 4
----
Page 1 of 4
<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"). A
Form 8-K was filed by the Registrant with the Securities and Exchange Commission
on June 26, 1995 to report this event. On September 20, 1995, the Registrant
engaged McGladrey & Pullen, LLP ("M&P") as its independent auditors.
Neither the Registrant nor anyone on its behalf consulted M&P regarding the
application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on the
Registrant's financial statements, and no written or oral advice concerning same
was provided to the Registrant that was an important factor considered by the
Registrant in reaching a decision as to any accounting, auditing or financial
reporting issue. Furthermore, 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 did not have
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 the interim periods after
the fiscal year ended June 30, 1994.
Page 2 of 4
<PAGE>
- 3 -
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
----------------------------------
NONE
Page 3 of 4
<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: September 22, 1995 By:/s/ James G. Binch
-----------------------
James G. Binch
President
Page 4 of 4
