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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8KA
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.
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(Exact name of Registrant as specified in its charter)
DELAWARE 13-2842053
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5400 Rio Grande Avenue, Jacksonville, Florida 32206
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(Address of Principal Executive Offices)
(904) 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 years ended
1995 and 1996 did not contain an adverse opinion or disclaimer of opinion, nor
was it qualified as to audit scope or accounting principles. However, the report
for the year ended 1996 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
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years and during the subsequent interim periods preceding their 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.
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C.(2) N/A
D.(1) information has come to their attention 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
(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
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by the registrant in response to Item 304(a) of Regulation S-K, and, if not,
stating the respects in which it does not agree. 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.
16.2 Letter Dated November 5, 1997 from Coopers & Lybrand
L.L.P. to the Securities and Exchange Commission.
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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: November 6, 1997
Waste Technology Corp.
By: /s/ Morton S. Robson
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Morton S. Robson
Vice-President
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[ROBSON & MILLER. LLP LETTERHEAD]
October 30, 1997
James E. Newman
Coopers & Lybrand LLP
50 North Laura Street
Jacksonville, Florida 32202
Re: Waste Technology Corp.
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-K, and, if not, stating the respects
in which it does not agree.
Very truly yours,
/s/ Morton S. Robson
Morton S. Robson
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[COOPERS & LYBRAND L.L.P. LETTERHEAD]
November 5, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Waste Technology Corp. (copy attached),
which we understand have been filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report for the month of October
1997. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
