<PAGE>
DRAFT 7/23/96
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 8, 1996
ORBIT INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware
0-3936
11-1826363
(State or other
jurisdiction
incorporation)
(Commission
File Number)
(IRS Employer
Identification
No.)
80 Cabot Court, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(516)435-8300
(Former name or former address, if changed since last
report)
<PAGE>
The Form 8-K/A is being filed to amend the disclosure
regarding the interim period made under Item 304(a)(1)(iv) and
Item 304(a)(1)(v).
Item 4. Changes in Registrant's Certifying Accountants.
Item 304(a)(1)(i) and (iii) Decision to Change Accountants
On July 8, 1996, the Board of Directors of Orbit
International Corp. (the "Registrant") approved the engagement of
Ernst & Young LLP as its independent auditors for the fiscal year
ended December 31, 1996 to replace the firm of Richard A. Eisner
& Company, LLP ("Eisner"). The termination by the Registrant of
Eisner was effective July 8, 1996 and the engagement of Ernst &
Young LLP was effective July 9, 1996.
Item 304(a)(1)(ii) Prior Accountants Reports
The reports of Eisner, as previously issued, on the
consolidated financial statements for the Registrant's two most
recent fiscal years did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.
Item 304(a)(1)(iv) Disagreements with Accountants
During the two most recent fiscal years and the subsequent
interim period through July 8, 1996, there were no disagreements
with Eisner on any matter of accounting principles or practices,
financial statement disclosure, or audit scope or procedures,
which disagreements, if not resolved to Eisner's satisfaction,
would have caused them to make reference in connection with their
report to the subject matter of the disagreement.
However, as previously disclosed in the Registrant's Form 10-
K for the fiscal year ended December 31, 1995, in September 1993,
a class action (the "Class Action") was commenced by an alleged
shareholder of USA Classic, Inc. ("USA Classic") (which, at the
time, was an approximately 43% owned subsidiary of the Registrant)
against USA Classic and certain of its directors in the United
States District Court for the Southern District of New York. The
action was commenced on behalf of shareholders, other than the
defendants, who acquired their shares from November 20, 1992, the
date of the initial public offering of shares of USA Classic,
through September 22, 1993, and alleges violations of the
Securities Act of 1993 in connection with the offering as well as
violations of Section 10(b) of the Securities Exchange Act of
1934. The plaintiffs are seeking compensatory damages as well as
fees and expenses.
In February 1994, a First Amended and Consolidated Complaint
was filed in the Class Action. The First Amended and Consolidated
Complaint added the Registrant as a defendant and alleged that the
Registrant is a "controlling person" of USA Classic and an "aider
and abetter" of the alleged violations of the securities laws.
The Registrant answered the First Amended and Consolidated
Complaint in March 1994. The Class Action has been stayed as
against USA Classic as a result of USA Classic's filing of a
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code.
In October 1994, a Second Amended and Consolidated Complaint
was filed in the Class Action. The Second Amended and
Consolidated Complaint restated the allegations against the
Registrant and added PaineWebber Incorporated and Ladenburg
Thalmann & Co., Inc. (the "Underwriters"), the lead underwriters
in the offering, as additional defendants.
On July 10, 1995, Eisner was served with a third party
complaint by the Underwriters, making it a party to the Class
Action for the first time. In addition, the Registrant has been
recently advised that additional cross claims are likely to be
filed in the Class Action during the Registrant's 1996 fiscal year
which may result in disagreements with Eisner on matters of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements,
if not resolved to Eisner's satisfaction, would have caused them
to make reference in connection with their report to the subject
matter of the disagreement.
Item 304(a)(1)(v) Reportable Events
During the two most recent fiscal years and the subsequent
interim period through July 8, 1996, the Registrant has not been
advised by Eisner of any of the reportable events listed in Item
304(a)(1)(v)(A) through (D) of Regulation S-K and, during such
period, the Registrant has not consulted with Ernst & Young LLP
regarding any matter referenced under Item 304(a)(2) of Regulation
S-K.
Item 7. Financial Statements and Exhibits
The Registrant has provided Eisner with a copy of the
disclosure set forth in this Current Report on Form 8-K prior to
the filing hereof. The Registrant has requested that Eisner
furnish it with a letter addressed to the Securities and Exchange
Commission, which is attached as Exhibit 16, stating that Eisner
agrees with the statements herein, and if not, stating the
respects in which it does not agree.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Registrant had duly caused this report
to be signed by the undersigned hereunto duly authorized.
Orbit International Corp.
By: /s/ Mitchell Binder
Mitchell Binder
Vice President - Finance
Dated: July 25, 1996<PAGE>
EXHIBITS
Exhibit No. Description Page No.
16 Letter from
Richard A. Eisner & Company, LLP 8
<PAGE>
EXHIBIT 16
RICHARD A. EISNER & COMPANY, LLP
575 Madison Avenue
New York, New York 10022-2597
July 23, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Re: Orbit International Corp.
Ladies and Gentlemen:
We have read Item 4 of the amended report on Form 8-K/A dated
July 8, 1996 filed by Orbit International Corp. and we are in
agreement with the statements contained under the captions
described as Items 304(a)(1)(ii), 304(a)(1)(iv) except for
paragraph five referencing additional cross claims likely to be
filed and their effect which may result in disagreements as to
which we have no knowledge and are also in agreement with caption
304(a)(1)(v) except for matters relating to Ernst & Young LLP as
to which we have no knowledge.
Very truly yours,
/s/ Richard A. Eisner & Company, LLP
