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
December 21, 1999
(Date of report)
STAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-13318 93-0794452
(State or other jurisdiction of (Commission File No.) (I.R.S. employer
incorporation or organization) identification no.)
1151-A Seven Locks Road
Potomac, MD 20854
(Address of principal executive offices)
(Zip Code)
(301) 315-0240
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
KPMG LLP was previously the principal accountants for Star Technologies,
Inc. On December 14, 1999, that firm resigned.
In connection with the audits of the nine months ended December 31, 1997
and the year ended December 31, 1998, and the subsequent interim period
through December 14, 1999, there were no disagreements with KPMG LLP on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with
their opinion to the subject matter of the disagreement.
The audit reports of KPMG LLP on the consolidated financial statements
of Star Technologies, Inc. and subsidiaries as of and for the nine months and
the year ended December 31, 1997 and 1998, respectively, did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope, or accounting principles, except as follows:
KPMG LLP's auditors' report on the consolidated financial statements of Star
Technologies, Inc. and subsidiaries as of and for the nine months and the
year ended December 31, 1997 and 1998, respectively, contained a separate
paragraph stating that "as discussed in Notes 2 and 5 to the consolidated
financial statements, the Company has suffered recurring losses from
operations, has a working capital deficiency and is currently in default on
certain loan agreements as of December 31, 1998 that raise substantial doubt
about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The consolidated
financial statements do not include any adjustments that might result from
the outcome of this uncertainty."
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Letter from KPMG LLP
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SIGNATURE
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.
STAR TECHNOLOGIES, INC.
Dated: December 21, 1999 By: /s/ Brenda A. Potosnak
Brenda A. Potosnak
Vice President of Finance and
Administration, Secretary, Treasurer,
and Chief Financial Officer
Exhibit 16.1 Letter from KPMG LLP
Securities & Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously the principal accountants for Star Technologies, Inc.
and, under the date of March 31, 1999, we reported on the consolidated
financial statements of Star Technologies, Inc. and subsidiaries as of and
for the year ended December 31, 1998 and the nine months ended December 31,
1997. On December 14, 1999, we resigned. We have read Star Technologies,
Inc.'s statements included under Item 4 of its Form 8-K dated December 21,
1999 and we agree with such statements.
Very truly yours,
KPMG LLP
December 21, 1999
