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
November 19, 1997
Date of Report (Date of earliest event reported)
SGI International
(Exact name of registrant as specified in its charter)
Utah 2-93124 33-0119035
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State or other jurisdiction of commission IRS Employer
incorporation or organization file number Identification No.
1200 Prospect Street, Suite 325, La Jolla, California 92037
(Address of principal executive offices - zip code)
619/551-1090
Registrants telephone number including area code
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Item 4. Changes in Registrant's Certifying Accountant
a. Effective November 19, 1997, SGI International ("SGI") dismissed its prior
certifying accountant, Ernst & Young LLP ("E&Y"). E&Y's reports on SGI's
financial statements during the last two most recent fiscal years contained an
explanatory paragraph pertaining to the Company's ability to continue as a
going concern, and contained no adverse opinion or disclaimer of opinion, and
were not qualified as to uncertainty, audit scope or accounting principles.
During the last two fiscal years and the subsequent interim period to the date
hereof, there were no disagreements between SGI and E&Y on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
E&Y, would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports.
None of the "reportable events" described in Item 304 (a) (1) (v) of Regulation
S-K occurred with respect to SGI during the last two fiscal years and the
subsequent interim period to the date hereto.
b. The decision to change accountants was approved by SGI's Board of
Directors. Effective November 24, 1997, SGI engaged J. H. Cohn L.L.P. as
its certifying accountants. During the last two fiscal years and the subsequent
interim period to the date hereof, SGI did not consult with J. H. Cohn L.L.P.
or another accountant regarding any of the matters or events set forth in Items
304 (a) (2) (i) and (ii) of Regulation S-K.
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.
Item 7. Exhibits
16.1 Letter from Ernst & Young LLP regarding change in certifying accountant.
SGI International
/s/
By ________________________
Joseph A. Savoca
Chairman/CEO
Exhibit 16.1
November 25, 1997
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen,
We have read Item 4 of Form 8-K dated November 19, 1997 by SGI International
and are in agreement with the statements contained in the first two paragraphs.
We have no basis to agree or disagree with other statements of the registrant
contained therein.
/s/ Ernst & Young LLP
