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
Date of Report (Date of earliest event reported) January 31, 1997
PHOTOCOMM, INC.
(Exact name of registrant as specified in its charter)
Arizona 0-12807 86-0411983
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
7681 East Gray Road, Scottsdale, Arizona 85260
(Address of principal executive offices) (Zip Code)
(602) 948-8003
(Registrant's telephone number, including area code)
Item 4. Change in Registrant's Certifying Accountant
(a) On February 3, 1997, the Board of Directors of
Photocomm, Inc. (the Company), upon recommendation of the Board's
Audit Committee, appointed Price Waterhouse LLP as the
independent accountants to audit and report on the financial
statements of the Company for the transition period ended
December 31, 1996 (see Item 8 below) and the year ending December
31, 1997. Also on February 3, 1997, at the recommendation of the
Audit Committee, the Board of Directors dismissed KPMG Peat
Marwick LLP as its independent accountants. The reports of KPMG
Peat Marwick LLP on the financial statements for fiscal years
ended August 31, 1996 and 1995 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle. During the two
most recent fiscal years and through February 3, 1997, neither
the Company or anyone acting on its behalf, has consulted with
Price Waterhouse LLP regarding (1) application of accounting
principles to a specified transaction, completed or proposed, or
the type of audit opinion that might be rendered on the Company's
financial statements or matters that were or should have been
subject to SAS 50 or (2) the subject matter of a disagreement or
reportable event with KPMG Peat Marwick LLP.
(b) In connection with its audits for the fiscal years
ended August 31, 1996 and 1995 and through February 3, 1997,
there have been no disagreements with KPMG Peat Marwick 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 KPMG Peat
Marwick LLP, would have caused it to make reference thereto in
its report on the financial statements for such years.
(c) During the fiscal years ended August 31, 1996 and 1995
and through February 3, 1997, there have been no reportable
events, as defined in Item 304 of Regulation S-K.
(d) The Company requested and received a letter from KPMG
Peat Marwick addressed to the Securities and Exchange Commission
stating its agreement with the above statements. A copy of
such letter, dated February 6, 1997 is filed as Exhibit 16
to this Form 8-K.
Item 5. Other Events
At the Annual Meeting of Shareholders held on January 31,
1997, Donald E. Anderson, Walter M. Baker, Jed J. Burnham,
Jeffrey H. Coors, John K. Coors, Robert R. Kauffman and Gerrit J.
Wolfaardt were elected to the Board of Directors, in accordance
with the procedures provided in the Stock Purchase Agreement
dated November 21, 1996 previously reported in the Company's Form
10-KSB for the year ended August 31, 1996. Jeffrey H. Coors was
elected Chairman of the Board.
In addition on January 31, 1997, the Board of Directors
elected John K. Coors as President and Chief Executive Officer
replacing Robert R. Kauffman and Jeffrey C. Brines was elected to
replace Thomas C. LaVoy as Vice President, Chief Financial
Officer and Secretary. Donald E. Anderson, Myron Anduri, J.
Michael Davis, Ronald Kenedi, and Robert Spotts were elected to
serve as Vice Presidents of the Company.
Item 7. Exhibits
Exhibit
Number Document Description
16 Letter of KPMG Peat Marwick LLP
Item 8. Change in Fiscal Year
On February 3, 1997 the Company changed its fiscal year end
to a calendar year ending on December 31 of each year. The
transition period from September 1, 1996 to December 31, 1996
will be reported on Form 10-Q.
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.
PHOTOCOMM, INC.
Date: February 7, 1997 By /s/Jeffrey C. Brines
Vice President, Secretary and
Chief Financial Officer
KPMG Peat Marwick LLP
One Arizona Center
400 E. Van Buren Street
Suite 1100
Phoenix, AZ 85004
February 6, 1997
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Photocomm, Inc.
and, under the date of October 18, 1996, we reported on the
consolidated financial statements of Photocomm, Inc. and
subsidiaries as of and for the years ended August 31, 1996
and 1995. On January 31, 1997 our appointment as principal
accountants was terminated. We have read Photocomm, Inc.'s
statements included under Item 4 of its Form 8-K dated
January 31, 1997, and we agree with such statements, except
that we are not in a position to agree or disagree with
Photocomm, Inc.'s statement that the change was recommended
by the audit committee of the board of directors or that
Price Waterhouse LLP was not engaged regarding the
application of accounting principals to a specified
transaction or the type of audit opinion that might be
rendered on Photocomm Inc.'s consolidated financial
statements.
Very truly yours,
/s/KPMG Peat Marwick LLP
