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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
AUGUST 29, 1995
[LOGO PERSONAL COMPUTER PRODUCTS, INC.]
PERSONAL COMPUTER PRODUCTS, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 0-12641 33-0021693
(State or other jurisdiction of (Commission file No.) (IRS Employer ID No.)
incorporation or organization)
10865 RANCHO BERNARDO ROAD
SAN DIEGO, CALIFORNIA 92127
(Address of principal executive offices)
Issuer's Telephone Number, Including Area Code: (619) 485-8411
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On August 25, 1995, Personal Computer Products, Inc. ("PCPI") dismissed
Price Waterhouse LLP as its independent accountants.
(ii) The reports of Price Waterhouse LLP on the financial statements 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, except that the report for the fiscal year ended
June 30, 1994 did contain an explanatory paragraph with regard to PCPI's
ability to continue as a going concern.
(iii) The Registrant's Board of Directors participated in and approved the
decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years and
through August 25, 1995, 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.
(v) In connection with its audit of the 1993 financial statements, Price
Waterhouse LLP issued a letter to the Company identifying material
weaknesses in the Company's internal controls. This matter was discussed
with the Company's Board of Directors.
(vi) 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 August 29, 1995, is filed
as Exhibit 16 to this Form 8-K.
(b) New independent accountants
(i) The Registrant engaged Boros & Farrington, CPAs, APC as its new
independent accountants as of August 25, 1995. During the two most
recent fiscal years and through August 25, 1995, the Registrant has not
consulted with Boros & Farrington on items which (1) were or should have
been subject to SAS 50 or (2) concerned the subject matter of a
disagreement or reportable event with the former auditor, (as described
in Regulation S-K Item 304(a)(2)).
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
PERSONAL COMPUTER PRODUCTS, INC.
By: Ralph R. Barry
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DATE: August 29, 1995 Ralph R. Barry
Chief Financial Officer
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Exhibit 16
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Personal Computer Products, Inc.
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We have read Item 4 of the Personal Computer Products, Inc. Form 8-K dated
August 29, 1995 and are in agreement with the statements contained in paragraph
4(a) therein.
Yours very truly,
PRICE WATERHOUSE LLP
San Diego, California
August 29, 1995
