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): October 31, 1997
SONEX RESEARCH, INC.
(Exact name of registrant as specified in Charter)
Maryland 0-14465 52-1188993
(State or other (Commision file (IRS employer
jurisdiction of number) identification no.)
incorporation)
23 Hudson Street, Annapolis, MD 21401
(Address of principal executive offices)
(410) 266-5556
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 4. - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a) Previous independent accountants
--------------------------------
On October 31, 1997, Sonex Research, Inc. (the "Registrant") informed
Price Waterhouse LLP that it had been dismissed as its independent accountants
for the year ended December 31, 1997.
The reports of Price Waterhouse LLP on the financial statements of the
Registrant for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to audit scope or
accounting principle; however, such reports were modified by the inclusion of an
explanatory paragraph indicating that there was substantial doubt about the
Registrant's ability to continue as a going concern.
The Registrant's Board of Directors made the decision to change
independent accountants.
In connection with its audits for the two most recent fiscal years and
through October 31, 1997, 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.
The Registrant has requested that Price Waterhouse LLP furnish it with
a letter addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated November 3, 1997, is filed as Exhibit
16 to this Form 8-K.
(b) New independent accountants
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The Registrant engaged C. L. Stewart & Company as its new independent
accountants as of October 31, 1997. During the two most recent fiscal years and
through October 31, 1997, the Registrant has not consulted with C. L. Stewart &
Company 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 C.L. Stewart & Co. 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 Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
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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.
November 4, 1997 SONEX RESEARCH, INC.
Registrant
/s/ George E. Ponticas
-----------------------------
George E. Ponticas
Chief Financial Officer
<PAGE>
EXHIBIT 16
November 3, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Sonex Research, Inc.'s Form 8-K dated October
31, 1997 and are in agreement with the statements contained in paragraph 4(a)
therein.
Yours very truly,
PRICE WATERHOUSE LLP
