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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8K
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of Earliest Event Reported) October 13, 1997
Commission File Number 0-14443
WASTE TECHNOLOGY CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-2842053
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5400 Rio Grande Avenue, Jacksonville, Florida 32206
(Address of Principal Executive Offices)
(9040 358-7013
(Registrant's Telephone number, including area code)
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Item 4. Changes in Registration's Certifying Accountant.
(a) (1) Termination of Certifying Accountants
(i) On October 13, 1997, Coopers & Lybrand, the
Company's Certifying Accountants ("Former Accountants") resigned as
the Registrant's Certifying Accountants.
(ii) At the time of their resignation, the Former
Accountants were not conducting an audit of the Company's financial statements
for the year ending October 31, 1997. They did issue a report on the Company's
financial statement for the year ended October 31, 1996. The Former Accountants
did not state that a report, if issued, for 1997, would contain an adverse
opinion or disclaimer of opinion or would be qualified as to uncertainty, audit,
scope or accounting principles. The report of the Former Accountants for the
year ended 1996 did not contain an adverse opinion or disclaimer of opinion, nor
was it qualified as to audit scope or accounting principles, but, it was
modified as to uncertainty with respect to the Company's ability to continue as
a going concern in the event, as a result of its violation of certain financial
covenants in a bank loan agreement, the due date of the loan was accelerated. In
that event, the Former Accountants were concerned about the Company's ability to
obtain the funds necessary to satisfy the bank obligation.
(iii) The decision to retain the New Accountants was
approved by the Board of Directors of the Company
(iv) During the Company's two most recent fiscal
years and during the subsequent interim periods preceding their
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resignation, there were no disagreements with the Former Accountants with
respect to auditing principles or practices, financial statement disclosures, or
auditing scope or procedure, which, if not resolved to the Former Accountants'
satisfaction, would have caused them to make reference to the subject matter of
the disagreement in connection with its report
(v) During the two most recent fiscal years and any
subsequent interim periods preceding their resignation, the Former Accountants
have not advised the Registrant that:
A. internal controls necessary for the
Company to develop reliable financial statements did not exist;
B. information has come to their attention
that has led them to no longer be able to rely on management's representations
or that they were unwilling to be associated with the financial statements
prepared by management;
C. (1) the scope of the audit should be
expanded significantly, or that information has come to their attention, that,
if further investigated, might materially impact the fairness or reliability of
either a previously issued audit report or the underlying financial statements,
or the financial statements issued or to be issued covering the fiscal periods
subsequent to the date of the most recent financial statements covered by an
audit report (including information that might prevent them from rendering an
unqualified audit report) on those financial statements.
C.(2) N/A
D.(1) information has come to their attention
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that caused them to conclude materially impacts the fairness or reliability of
either (i) a previously issued audit report or the underlying financial
statements, or (ii) the financial statements issued or to be issued covering the
fiscal periods subsequent to the date of the most recent financial statements
covered by an audit report (including information that unless resolved to the
accountants satisfaction, would prevent them from rendering an unqualified audit
report on those financial statements.
D.(2) N/A
E. N\A
(a) (2) Engagement of New Certifying Accountants
On October 23, 1997, the Company engaged the firm of
KPMG Peat Marwick LLP (the "New Accountants") as its new certifying accountants.
The New Accountants were not consulted regarding:
(i) the application of accounting principles to
a specific transaction either completed or proposed; or the type of audit
opinion to be rendered with regard to the Registrant's financial statements; or
any disagreements or reportable events as such terms are defined in Regulation
S-K, Item 304.
(ii) N/A
(a) (3) The Former Accountant's have been provided with
a copy of the disclosures being set forth in this Form 8K with a request that
they furnish to the Registrant a letter addressed to the Commission stating
whether they agree with the statements made by the registrant in response to
Item 304(a) of Regulation S-X, and, if not, stating the respects in which it
does not agree.
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Annexed hereto as an Exhibit is a copy of the letter to the Former Accountants.
(b) Not applicable.
Item 7. Financial Statements and Other Exhibits
(a) Other Exhibits
16.1 Letter dated October 30, 1997 from Morton S. Robson,
Esq. of Robson & Miller, LLP to James E. Newman of Coopers & Lybrand.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be authorized on its behalf
by the undersigned duly authorized.
Dated: October 30, 1997
Waste Technology Corp.
By: s/Morton S. Robson
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Morton S. Robson
Vice-President
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Exhibit 16.1
[Letterhead of Robson & Miller, LLP]
October 30, 1997
James E. Newman
Coopers & Lybrand LLP
50 North Laura Street
Jacksonville, Florida 32202
Re: Waste Technology Corp.
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Dear Mr. Newman,
I am enclosing herewith a copy of a Form 8K which was filed on
this date with the Securities and Exchange Commission with reference to the
termination of your firm as Certifying Accountants for Waste Technology Corp.
Please provide me with a letter addressed to the Commission
stating whether Coopers & Lybrand agrees with the statements made by the Company
in response to Item 304(a) of Regulation S-X, and, if not, stating the respects
in which it does not agree.
Very truly yours,
/s/ Morton S. Robson
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Morton S. Robson
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