SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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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 10, 1996
MICROFRAME, INC.
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(Exact Name of Registrant as Specified in its Charter)
New Jersey 0-13117 22-2413505
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
21 Meridian Road, Edison, New Jersey 08820
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(Address of Principal Executive Offices) (zip code)
Registrant's telephone number, including area code: (908) 494-4440
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On January 10, 1996, the Registrant received from Price Waterhouse LLP, its
independent public accountants, a letter confirming that the relationship has
ceased. On January 15, 1996, the Registrant's Board of Directors approved the
resignation of Price Waterhouse LLP. There was no adverse opinion or disclaimer
of opinion, or modification as to uncertainty, audit scope or accounting
principles contained in the reports of Price Waterhouse LLP for the past fiscal
year ended March 31, 1995.
During the Registrant's most recent fiscal year ended March 31, 1995 and
the subsequent interim period preceding Price Waterhouse LLP resignation on
January 10, 1996, there were no disagreements with Price Waterhouse 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 Price Waterhouse LLP would have caused Price Waterhouse LLP to
make reference in connection with its report concerning the Registrant's
financial statements to the subject matter of the disagreements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements: None
(c) Exhibits:
10.33 Letter from Price Waterhouse LLP to the Securities
and Exchange Commission relative to Item 4 of this
report.
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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 hereto duly authorized.
MICROFRAME, INC.
Date: January 17, 1996 By: /s/ Lonnie L. Sciambi
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Lonnie L. Sciambi, President
and Chief Executive Officer
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
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10.33 Letter from Price Waterhouse LLP to the
Securities and Exchange Commission
relative to Item 4 of this report.
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PRICE WATERHOUSE LLP
[Letterhead]
January 17, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Microframe, Inc.'s Form 8-K dated January 10, 1996 and
are in agreement with the statements contained in paragraph 4(a) therein.
Yours very truly,
/s/ Price Waterhouse LLP
