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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) August 13, 1998
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ICC TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-13865 23-368845
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
330 South Warminster Road, Hatboro, Pennsylvania 19040
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 682-6600
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(Former name or former address, if changed since last report)
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Item 4 - Changes in Registrant's Certifying Accountant
On April 15, 1998, pursuant to the terms of a Merger Agreement and Plan of
Reorganization, the Registrant acquired by merger Rare Medium, Inc., a privately
held New York corporation. Rare Medium is an Internet professional services
company engaged in the design, delivery and implementation of Internet site
applications and strategies, primarily for global 2000 companies with its
principal offices located in New York City. On August 13, 1998,
PricewaterhouseCoopers, LLP ("PWC"), the Registrant's principal accountant, was
replaced by the Board of Directors of the Registrant, based upon the Registrant
moving into this new line of business and moving its operations to New York
City. On August 13, 1998, the Board of Directors of the Registrant retained KPMG
Peat Marwick, LLP ("KPMG") to audit its financial statements for the fiscal year
ended December 31, 1998.
In compliance with Item 304 of Regulation S-K, the Registrant provides the
following information:
1. The Board of Directors of the Registrant on August 13, 1998 chose KPMG
to perform the auditing engagement for the Registrant.
2. In their report dated March 20, 1998, PWC expressed an opinion that the
December 31, 1997 financial statements were prepared assuming that the
Registrant will continue to exist as a going concern and that the Registrant
incurred losses accumulating to $54,184,410 through December 31, 1997. This
factor, among others, raised substantial doubt about the Registrant's ability to
continue as a going concern. Other than the above, the reports of PWC on the
Registrant's financial statements for the Registrant's last two fiscal years did
not in either case contain an adverse opinion or a disclaimer of opinion, nor
were either of the same qualified or modified as to uncertainty, audit scope or
accounting principles.
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3. The decision to change accountants was approved by the Board of
Directors of the Registrant.
4. During the Registrant's two most recent fiscal years and any subsequent
interim period to date, there have been no disagreements with PWC on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
5. None of the events referred to in paragraph (a)(1)(v)(A) through (D) of
Item 304 occurred within the Registrant's two most recent fiscal years or any
subsequent interim period.
6. KPMG was engaged by the Registrant on August 13, 1998. The Registrant
did not consult KPMG on any of the matters described in Paragraph 304(a)(1)(iv)
or 304(a)(1)(v) of Regulation S-K.
7. The Registrant is providing PWC with a copy of this report pursuant to
the requirements of Item 304(a)(3).
Item 7 - Financial Statements and Exhibits
(c) Exhibits
The exhibits furnished in accordance with Item 601 of Regulation S-K
are:
16.1 Letter regarding change in certifying accountant from
PricewaterhouseCoopers, LLP to the Securities and Exchange
Commission.
99.1 Letter on behalf of ICC Technologies, Inc. to
PricewaterhouseCoopers, LLP pursuant to Item 304 of Regulation
S-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ICC TECHNOLOGIES, INC.
(Registrant)
By: /s/ John Gross
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John Gross
Chief Financial Officer
August 20, 1998
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(Date)
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[Letterhead Of Mesirov Gelman Attorneys at Law]
EXHIBIT 99.1
(215) 994-1257
August 20, 1998
Pricewaterhouse Coopers, LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania 19103-2962
Re: ICC Technologies, Inc.
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Gentlemen:
On behalf of and as counsel for ICC Technologies, Inc. ("ICC"), I enclose
herewith a copy of ICC's Current Report on Form 8-K as of August 13, 1998 which
will be filed with the Securities and Exchange Commission (the "Commission") on
August 20, 1998.
Pursuant to the requirements of Item 304 of Regulation S-K, ICC hereby
requests that you furnish the undersigned with a letter addressed to the
Commission stating whether you agree with the statements made by ICC in response
to Item 304 and, if not, stating the respects in which you do not agree.
Please provide the letter to the undersigned as soon as possible (but in
any event not later than August 26, 1998) so that the letter may be filed with
the Commission within the time period provided in Regulation S-K.
Should you have any questions concerning this request, please contact the
undersigned at (215) 994-1257.
Very truly yours,
/s/ Albert S. Dandridge, III
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Albert S. Dandridge, III
ASD/jw
Enclosure
cc: John Gross
ICC Technologies, Inc.
