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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 8, 1997
Microfluidics International Corporation
(Exact name of Registrant as specified in its charter)
Delaware 0-11625 04-2793022
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification Number)
incorporation)
30 Ossipee Road, P.O. Box 9101 Newton, Massachusetts 02164
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 969-5452
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Item 4. Changes in Registrant's Certifying Accountant.
On December 8, 1997, the Registrant dismissed Coopers & Lybrand LLP
("Coopers & Lybrand") as the Registrant's independent auditor. Such decision has
been approved by the Registrant's Board of Directors and Audit Committee.
Coopers & Lybrand's reports on the financial statements for the
Registrant's two most recent fiscal years ended December 31, 1996 and December
31, 1995 did not contain an adverse opinion or a disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or accounting
principles. There were no disagreements between the Registrant and Coopers &
Lybrand during the 1995 and 1996 fiscal years and the subsequent interim periods
on any matters of accounting principles or practices, financial statements
disclosure, or auditing scope of procedure, which disagreements, if not resolved
to the satisfaction of Coopers & Lybrand, would have caused Coopers & Lybrand to
make reference to the subject matter of the disagreements in connection with its
reports. In addition, there were no "reportable events," as such term is defined
in Item 304(a)(1)(v) of Regulation S-K, during the 1995 and 1996 fiscal years
and the subsequent interim periods.
On December 8, 1997, the Registrant engaged Deloitte & Touche LLP
("Deloitte & Touche") as its new independent accountants for the Registrant's
fiscal year ending December 31, 1997. During the 1995 and 1996 fiscal years and
the subsequent interim periods, the Registrant did not consult with Deloitte &
Touche on items which involved (i) the application of accounting principles to a
specified transaction, either completed or proposed, (ii) the type of audit
opinion that might be rendered on the Registrant's financial statements, or
(iii) the subject matter of a disagreement or "reportable event."
Attached hereto as Exhibit 99.1 is a letter from Coopers & Lybrand
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confirming that such firm agrees with the statements herein that relate to
Coopers& Lybrand.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Exhibit 99.1 Letter to Securities and Exchange Commission from
Coopers & Lybrand
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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 thereunto duly authorized.
Dated: December 9, 1997 Microfluidics International
Corporation (Registrant)
By: /s/ Michael A. Lento
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Michael A. Lento
President and Treasurer
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Exhibit 99.1
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(COOPERS & LYBRAND, LLP LETTERHEAD)
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December 8, 1997
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Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Microfluidics International Corporation
(copy attached), which we understand will be filed with the Commission, pursuant
to Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month
of December, 1997. We agree with the statements concerning our Firm in such
Form 8-K.
Very truly yours,
Coopers & Lybrand L.L.P.
