July 3, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by EFI Electronics Corporation (copy
attached), which we understand will be 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 June 1996. We agree with the statements concerning our firm in
such Form 8-K.
Very truly yours,
Coopers & Lybrand L.L.P.
_________________________________________________________________
_____________
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): June 26, 1996
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EFI ELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-15967 75-2072203
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
2415 South 2300 West
Salt Lake City, Utah 84119
(Address of principal executive offices, including zip code)
(801) 977-9009
(Registrant's telephone number, including area code)
____________________________________________________________
TABLE OF CONTENTS
Item 4. Changes in Registrant's Certifying Accountant. . . . . . . . . 1
Item 7. Financial Statements and Exhibits. . . . . . . . . . . . . . . 1
Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . 1
SIGNATURES . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Item 4. Changes in Registrant's Certifying Accountant.
Effective June 26, 1996, Coopers & Lybrand LLP ("Coopers"),
the independent accountant engaged to audit the financial statements of
EFI Electronics Corporation (the "Company") during the Company's two
most recent fiscal years and prior thereto, resigned.
The Report of Independent Accountants issued by Coopers on the
Company's financial statements for the year ended March 31, 1996,
contained an explanatory paragraph regarding uncertainty as to whether
the Company will continue as a going concern. This report did not
contain an adverse opinion or disclaimer of opinion and was not qualified
as to other uncertainties, audit scope or accounting principles. The
explanatory paragraph in the March 31, 1996 report was based upon the
Company's recurring losses, negative cash flows and possible future
noncompliance with certain debt covenants. The report of Coopers for the
year ended March 31, 1995, did not contain an adverse opinion or
disclaimer of opinion and was not qualified as to uncertainty, audit scope
or accounting principles.
Coopers did not inform the Audit Committee, the Board of
Directors nor management of its intent to resign prior to delivery of its
resignation. Accordingly, neither the Audit Committee nor the Board
made any recommendation or approval with respect to Coopers'
resignation. However, the Board of Directors was in the process of
evaluating the Company's relationship with Coopers with the intention of
soliciting proposals from other independent auditing firms.
At the time of Cooper's resignation, Coopers identified to the
Company certain disagreements required to be reported in accordance with
Item 304 of Regulation S-K, all of which were resolved to Cooper's
satisfaction and were reflected in the Company's financial statements.
The disagreements were identified as follows:
. Coopers disagreed with the methodology used by
the Company to amortize the cost of the license
agreement with Network Response Systems,
acquired in March 1995.
. Coopers disagreed with the Company's proposed
classification of the Company's revolving line of
credit as a current liability.
. Coopers disagreed with the Company's position to
classify the year-end cash overdraft as an increase
in the revolving line of credit.
. Coopers disagreed with the Company's view that
adjustments for Triple Crown warranty claims (as
opposed to product and down-line warranty claims)
were prior period adjustments.
. Coopers disagreed with the Company over the
disclosures in the "Basis of Presentation" footnote
of the financial statements.
During the Company's two most recent fiscal years and interim
periods preceding resignation, Coopers has not advised management or the
Board of Directors of the Company of any issues regarding significant
internal control matters, problems with management representations,
requirements for expanded audit scope or information that materially
impacts the fairness or reliability of the Company's financial statements
and, accordingly, there were no reportable events.
Item 7. Financial Statements and Exhibits.
There are no financial statements filed as a part of this report.
Exhibits.
Included as Exhibit 1 to this report is a letter from
Coopers with respect to its agreement with the statements made by the
Company in this report. <PAGE>
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 thereunto duly authorized.
EFI ELECTRONICS CORPORATION
Richard D. Clasen, President and Chief Executive Officer
Date: July 3, 1996
