CAPRIUS INC
8-K, 1998-06-09
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       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: June 3, 1998

                                  CAPRIUS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                        0-11914              22-2457487
(State or other jurisdiction of        (Commission           (IRS Employer
incorporation or organization)          File Number)         Identification No.)


                46 Jonspin Road, Wilmington, Massachusetts 01887
                    (Address of principal executive offices)


        Registrant's Telephone Number including Area Code: (978) 657-8876





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         Item 4.  Change in Registrant's Certifying Accountants

Effective April 1, 1998 the Boston office of Richard A. Eisner & Company, LLP
("RAE") was merged into the Boston office of BDO Seidman, LLP ("BDO"). This
merger resulted in RAE no longer having an office in the Boston area and
Caprius, Inc. ("the Company") concluded that it would be appropriate to select a
new accounting firm. At a meeting of the Audit Committee of the Company on June
3, 1998, it was approved that the Company would retain BDO to serve as its
independent auditors, effective immediately. During the Company's two most
recent fiscal years and through June 3, 1998, there were no disagreements
between the Company and RAE 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 RAE, would have caused it
to make reference to the subject matter of the disagreements in connection with
its report on the audited financial statements for such years.

The reports of RAE on the financial statements of the Company for the past two
fiscal years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles,
except that RAE's report on the Company's financial statements for the fiscal
year ended September 30, 1996 contains a statement expressing substantial doubt
about the Company's ability to continue as a going concern.

During the two most recent fiscal years and through June 3, 1998 there have been
no reportable events (as defined in Regulation S-K item 304(a)(1)(v)).

Prior to the engagement of BDO, there were no discussions with representatives
of said firm regarding (i) the application of any accounting principles to a
specific or completed transaction, (ii) the type of audit opinion that might be
rendered on the Company's financial statements, or (iii) any matter that was the
subject of disagreement with the Company's former auditor on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.

The Company requested that RAE furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not RAE agrees with the
above statements. A copy of such letter, dated June 8, 1998, is filed as Exhibit
16 to this Form 8-K.

         Item 7.           Financial Statements and Exhibits

                   ( c)    Exhibits

                           16       The letter of RAE, dated June 8, 1998,
                                    stating it agrees with the statements made
                                    by the Company herein is attached hereto.





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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.

                                            Caprius, Inc.
                                             (Registrant)


Date:    June 8, 1998                       By: /s/ Steven J. James
                                                -------------------------------
                                                    Steven J. James,
                                                    Chief Financial Officer




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                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibits     Description                                                           Page No.
- --------     -----------                                                           --------

<S>        <C>                                                                       <C>
16          Letter of Richard A. Eisner & Company, LLP, dated June 8, 1998            5

</TABLE>




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                  [RICHARD A. EISNER & COMPANY, LLP LETTERHEAD]






June 8, 1998


Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

Re:      Caprius, Inc. File# 0-11914
         ---------------------------


We were previously the independent auditors for Caprius, Inc., (the "Company").
We were informed by a draft of a Form 8-K on June 8, 1998, that our engagement
as principal auditor was terminated. We have read the statements included under
Item 4 of the draft of Form 8-K dated June 3, 1998, of the Company and except
for the references to the retention of BDO Seidman, LLP in paragraph one of Item
4, and the matters addressed in paragraph four of Item 4, as to which we have no
knowledge we agree with the statements in such Item.

Very truly yours,

 / s / Richard A. Eisner & Company, LLP
- ----------------------------------------
Richard A. Eisner & Company, LLP







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