<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) DECEMBER 18, 1997
-------------------
MET-COIL SYSTEMS CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-14057 42-1027215
- ------------------------------- -------------------- ----------------------
(State or Other Jurisdiction of (Commission File No.) (I.R.S. Employer No.)
Incorporation)
5486 SIXTH STREET SW, CEDAR RAPIDS, IOWA 52404
- ----------------------------------------------- ---------------------
(Address or Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (319) 363-6566
--------------
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On December 18, 1997, the Registrant's Board of Directors approved a
change in independent accountant for audit of the fiscal year ending May
31, 1998:
(a) Dismissing Deloitte & Touche LLP noting that:
(i) Deloitte & Touche LLP's reports on the Company's financial
statements for the past two years contained no adverse opinion or
disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.
(ii) During the Company's two most recent fiscal years and
subsequent interim periods preceding the dismissal, there were no
disagreements between the Company and Deloitte & Touche LLP on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
(b) Engaging McGladrey & Pullen LLP.
See Exhibits 16 and 99 for further information, which are incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
(16) Letters regarding change in certifying accountant:
1) Deloitte & Touche LLP letter of
withdrawal dated December 18, 1997.
2) Deloitte & Touche LLP concurrence
letter dated December 22, 1997, as to statements made by
the registrant herein.
(99) Met-Coil Systems Corporation press release dated December 22,
1997, entitled "Change of Auditors".
<PAGE> 3
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.
Date: December 18, 1997 Met-Coil Systems Corporation
By: /s/ Randall J. Stodola
------------------------------
Name: Randall J. Stodola
Title: Vice President, Controller
Chief Accounting Officer
<PAGE> 1
[DELOITTE & TOUCHE LLP]
-----------------------------------------------------
Armstrong Centre, Suite 500 Telephone: (319)362-7987
222 Third Avenue, S.E. Facsimile: (319)362-6646
Cedar Rapids, Iowa 52401
December 18, 1997
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of Met-Coil
Systems Corporation dated December 18, 1997.
Yours truly,
/s/ Deloitte & Touche LLP
<PAGE> 1
EXHIBIT 99
NEWS
[MET-COIL SYSTEMS CORPORATION LOGO]
5486 Sixth Street SW Cedar Rapids, Iowa 52404 USA Telephone 319/363-6566
================================================================================
FOR RELEASE: IMMEDIATELY CONTACT:
RAYMOND H. BLAKEMAN (319) 363-6566
CHANGE OF AUDITORS
CEDAR RAPIDS, IOWA -- December 22, 1997 -- Met-Coil Systems
Corporation (METS), a supplier of advanced sheet metal and glass
processing technologies for the global market, announced a change in
independent accountants for audit of the fiscal year ending May 31,
1998.
Met-Coil's Board of Directors has approved the dismissal of
Deloitte & Touche LLP as independent public accountants and accepted
the recommendation of its management to appoint McGladrey & Pullen LLP
noting that there were no disagreements between the Company and
Deloitte & Touche LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure.
Met-Coil is headquartered in Cedar Rapids, Iowa. Its operating units
and affiliates include Iowa Precision Industries also in Cedar Rapids;
The Lockformer Company in Lisle, Illinois; Met-Coil Ltd., Ayase,
Japan, and Met-Coil Ltd. - USA in Lisle, Illinois.
# # #