COPE INC
8-K, 1999-03-24
ELECTRIC LIGHTING & WIRING EQUIPMENT
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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): March 18, 1999

                                  COPE, Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           Delaware                       1-9925                  87-0427731
 ----------------------------    ------------------------    -------------------
 (State or other jurisdiction    (Commission File Number)        (IRS Employer
  of incorporation)                                          Identification No.)

                 Grundstrasse 14, 6343 Rotkreuz, Switzerland
           -------------------------------------------------------
           (Address of principal executive offices)     (Zip Code)

    Registrant's telephone number, including area code: 011 41 41 798 3333



                     2200 Pacific Coast Highway, Suite 301
                        Hermosa Beach, California 90254
         -------------------------------------------------------------
         (Former name or former address, if changed since last report)


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ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.

         Not applicable.

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

         Not applicable.

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP.

         Not applicable.

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         The Registrant's independent auditors for the fiscal years ended June
30, 1998 and 1997 were Raimondo Pettit Group (formerly Raimondo Pettit &
Glassman). On March 18, 1999, the board of directors of the Registrant approved
the appointment of ATAG Ernst & Young, a member of Ernst & Young International,
as the Registrant's independent auditors for the fiscal year ending December 31,
1998. ATAG Ernst & Young had been the independent auditors for the Registrant's
newly acquired operating subsidiary, COPE AG, a Swiss corporation, for the
fiscal years ended December 31, 1997, 1996 and 1995.

         Raimondo Pettit Group's report on the financial statements of the
Registrant for the past two years did not contain any adverse opinion or
disclaimer of opinion, nor was it qualified as to uncertainty, audit scope or
accounting principles, except that the firm's report for the fiscal year ended
June 30, 1997 financial statements included an explanatory paragraph relating to
substantial doubt existing about the Registrant's ability to continue as a going
concern. There were no disagreements between the Registrant and Raimondo Pettit
Group during the past two years and the subsequent interim period preceding such
dismissal on any matter of accounting principles or practices, financial
statement disclosure, or audit scope or procedure, which disagreement(s), if not
resolved to the satisfaction of Raimondo Pettit Group, would have caused it to
make a reference to the subject matter of the disagreement(s) in connection with
its reports.

ITEM 5.   OTHER EVENTS.

         Not applicable.

ITEM 6.   RESIGNATIONS OF REGISTRANT'S DIRECTORS.

         Not applicable.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

         (a)  FINANCIAL STATEMENTS.

         Not applicable.

         (b) EXHIBITS.


                                      -1-

<PAGE>

         16.1   Letter dated March 19, 1999 from Raimondo Pettit Group.

ITEM 8.   CHANGE IN FISCAL YEAR.

         Not applicable.

ITEM 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

         Not applicable.

                                   SIGNATURE

         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.

                                    COPE, Inc.
                                    (Registrant)



Date:  March 22, 1999               By:/s/  Markus Bernhard
                                       --------------------------------------
                                       Markus Bernhard, Chief Financial Officer


                                      -2-



<PAGE>

                                                                   EXHIBIT 16.1

                             RAIMONDO PETTIT GROUP
                          Accountants and Consultants
                         Union Bank Tower, Suite 1250
                           21515 Hawthorne Boulevard
                          Torrance, California 90503



                                March 19, 1999

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

Dear Sir or Madam:

We have been furnished with a copy of the response to Item 4 of Form 8K for the
change in accountants that occurred on March 18, 1999, which will be filed by
our former client, COPE, Inc. (File No. 001-09925). We agree with the statements
made in response to that Item insofar as they relate to our firm.

                                      Very truly yours,

                                      /s/ Raimondo Pettit Group
                                      -------------------------
                                      Raimondo Pettit Group

RPG:dlw




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