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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: May 21, 1998
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VDC CORPORATION LTD.
(Exact name of registrant as specified in charter)
Bermuda 0--14045 061510832
(State or other (Commission (IRS Employer
jurisdiction of File Number) identification no.)
incorporation)
27 Doubling Road
Greenwich, CT 06830
(Address of principal executive offices)
(203) 661-9600
(Registrant's telephone number, including area code)
Bishopscourt, Kirk Michael
Isle of Man, British Isles IM6 2EZ
(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
(a) On May 21, 1998, VDC Corporation Ltd. (the "Company") terminated the
engagement of Neville Russell, chartered accountants (Neville"), as the
principal accountants to audit the Company's financial statements, effective
immediately. The action was approved by the Company's Board of Directors.
Neville's report dated June 30, 1997 on the Company's financial statements
for fiscal years 1996 and 1997 did not contain any adverse opinion, disclaimer
of opinion or qualification as to uncertainty, audit scope or accounting
principles.
During fiscal years 1996 and 1997 and for the interim period commencing
July 1, 1997 and ending May 21, 1998, there were no disagreements between the
Company and Neville on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of Neville, would have caused it to make a
reference to the subject matter of the disagreements in connection with its
report.
During fiscal years 1996 and 1997 and for the interim period commencing
July 1, 1997 and ending May 21, 1998, Neville did not advise the Company (1)
that the internal controls necessary for the Company to develop reliable
financial statements do not exist, or (2) that information has come to Neville's
attention that has led it to no longer be able to rely on management's
representations or that has made it unwilling to be associated with the
financial statements prepared by management, or (3)(A) of the need to expand
significantly the scope of its audit, or that information has come to Neville's
attention during such period that, if further investigated, may (i) 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 fiscal year 1997 (including
information that may prevent it from rendering an unqualified audit report on
those financial statements), or (ii) cause Neville to be unwilling to rely on
management's representations or be associated with the Company's financial
statements, and (B) due to Neville's dismissal, or for any other reason, Neville
did not so expand the scope of its audit or conduct such further investigations,
or (4)(A) that information has come to Neville's attention that it has concluded
materially impacts 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 fiscal year
1997 (including information that, unless resolved to Neville's satisfaction,
would prevent it from rendering an unqualified audit report on those financial
statements), and (B) due to Neville's dismissal, or for any other reason, the
issue has not been resolved to Neville's satisfaction prior to its dismissal.
(b) The Company has engaged BDO Seidman, LLP ("BDO") as the principal
accountants to audit the Company's financial statements (commencing with the
quarter ended March 31, 1998), effective as of May 12, 1998. The action was
approved by the Company's Board of Directors. During fiscal years 1996 and 1997
and the interim period subsequent to fiscal year 1997, neither the Company nor
anyone on its behalf consulted BDO regarding either the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report nor oral advice was provided to the
Company by BDO.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibit 16.1 Letter to the Commission from Neville Russell
dated May 21, 1998.
Exhibit 16.2 Letter to the Commission from Neville Russell
dated June 19, 1998.
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SIGNATURES
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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 hereunto duly authorized.
VDC Corporation Ltd.
By: /s/ Frederick A. Moran
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Frederick A. Moran
Chief Executive Officer
Date: June 19, 1998
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EXHIBIT INDERu
X
Exhibit Page
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16.1 Letter to the Securities and Exchange Commission from
Neville Russell dated May 21, 1998.
16.2 Letter to the Securities and Exchange Commission from
Neville Russell dated June 19, 1998.
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[NEVILLE RUSSELL LETTTERHEAD]
May 21, 1998
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.,
Washington, D.C. 20549
U.S.A.
Dear Sirs,
VDC Corporation Ltd. (the "Company")
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We are writing in respect of the above-noted Company's Form 8-K Current Report
dated May 21, 1998, which is being filed pursuant to Item 4 respecting changes
in registrant's certifying accountant.
We confirm that the Company has dismissed us as the Company's independent
auditors with effect from May 21, 1998.
We further confirm that my auditor's report dated December 24, 1997 on the
financial statements of the Company for each of the fiscal years ended June 30,
1997 and 1996 did not contain any adverse opinion or disclaimer of opinion and
were not qualified as to uncertainty, audit scope or accounting principles. In
respect of the fiscal years ended June 30, 1997 and 1996, there were no
disagreements between the Company's management and our firm as to any matters
relative to accounting principles and practices, financial statement disclosure
or auditing scope and procedure and there are no reportable events.
We understand that the Company will file this letter with the Securities and
Exchange Commission as an Exhibit to its Current Report on Form 8-K, dated May
21, 1998.
Yours faithfully,
/s/ Neville Russell
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NEVILLE RUSSELL
[NEVILLE RUSSELL LETTTERHEAD]
June 19, 1998
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.,
Washington, D.C. 20549
U.S.A.
Re: VDC Corporation Ltd. (the "Company")
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Dear Sirs,
Please accept this letter as a supplement to our May 21, 1998 correspondence to
your attention regarding the above-noted Company. We are writing in respect of
the above-noted Company's Amendment to its Current Report on Form 8-K dated May
21, 1998, which is being filed pursuant to Item 4 respecting changes in
registrant's certifying accountant.
In respect of the interim period from June 30, 1997 (the end of the Company's
most recent fiscal year) to May 21, 1998 (the date of our dismissal as the
Company's certifying accountants) there were no disagreements between the
Company's management and our firm as to any matters relative to accounting
principles and practices, financial statement disclosure or auditing scope and
procedure and there are no reportable events.
We understand that the Company will file this letter with the Securities and
Exchange Commission as an Exhibit to its Amendment to its Current Report on Form
8-K, dated May 21, 1998.
Yours faithfully,
/s/ Neville Russell
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NEVILLE RUSSELL
