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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 1995
CIMCO, INC.
(Exact name of Registrant as specified in charter)
DELAWARE 0-16249 33-0251163
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
265 BRIGGS AVENUE, COSTA MESA, CALIFORNIA 92626
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (714) 546-4460
NOT APPLICABLE
(Former name or former address, if changed, since last report)
Page 1 of 7 Pages
Exhibit Index on Page 5
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a)(1) Effective August 15, 1995, CIMCO, INC. (the "Registrant")
terminated independent accountants, Grant Thornton LLP ("Grant Thornton") as
the principal accountant to audit the Registrant's financial statements. The
Registrant is in the process of engaging a new accountant to audit the
Registrant's financial statements.
(i) Grant Thornton, the Registrant's former independent
accountants, was dismissed on August 15, 1995.
(ii) With respect to each of the last two fiscal years and
the subsequent interim period prior to August 15, 1995 ("the prior two-year
period"), Grant Thornton's reports on the financial statements of the
Registrant contained no adverse opinion or disclaimer of opinion, nor were such
reports qualified or modified as to uncertainty, audit scope, or accounting
principles other than the following modification in the audit report for the
1995 fiscal year:
The accompanying financial statements have
been prepared assuming that the Company will
continue as a going concern. As discussed in
Note 2 to the financial statements, the
Company has sustained losses and used cash in
its operations, has a deficit in working
capital at April 30, 1995, and is in default
of certain debt covenants which could result
in demands for immediate payment of amounts
due to its lenders, raising substantial doubt
about its ability to continue as a going
concern. Management's plans in regard to
these matters are also described in Note 2.
The financial statements do not include any
adjustments that might result from the
outcome of this uncertainty.
(iii) The decision to change accountants was recommended by
the Audit Committee of the Board of Directors of the Registrant and was
approved by the Registrant's Board of Directors.
(iv) During the prior two-year period, there were no
disagreements (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and
related instructions to such item) with Grant Thornton on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of Grant
Thornton, would have caused it to make a reference to the subject matter
thereof in connection with its reports.
(v) During the prior two-year period, there were no
reportable events (as defined in paragraph 304(a)(1)(v) of Regulation S-K), in
that Grant Thornton never advised the Registrant that:
(A) the Registrant's internal controls necessary
for the Registrant to develop reliable financial statements do not exist;
(B) information has come to Grant Thornton's
attention that has led it to no longer be able to rely on management's
representations, or has made Grant Thornton unwilling to be associated with the
financial statements prepared by management;
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(C) there was need to expand significantly the
scope of Grant Thornton's audit, or that information has come to the attention
of Grant Thornton 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 fiscal periods subsequent to the fiscal periods covered by
Grant Thornton's most recent audit report, or (ii) cause Grant Thornton to be
unwilling to rely on management's representations or to be associated with the
Registrant's financial statements; or
(D) information has come to the attention of
Grant Thornton that it has concluded 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 any fiscal period(s) subsequent to the date of the most recent
financial statements covered by a Grant Thornton audit report.
A copy of this Report on Form 8-K has been furnished to
Grant Thornton pursuant to Item 304(a)(3) of Regulation S-K under the General
Rules and Regulations of the Securities Act of 1933, as amended. The Company
has requested Grant Thornton to furnish the Registrant with a letter addressed
to the Securities and Exchange Commission ("SEC") stating whether Grant
Thornton agrees with the statements made by the Registrant and, if not, stating
in which respects it does not so agree. The letter is attached as Exhibit 16.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
On Saturday, August 12, 1995, James L. Doti and Kenneth E.
Hendrickson resigned from the Board of Directors of the Registrant. In his
letter confirming his resignation, Mr. Doti stated that he felt actions taken
at the August 12, 1995 Board meeting regarding the direction of the executive
leadership made it necessary for him to resign and asked that such letter be
filed herewith. A copy of Mr. Doti's letter of resignation is attached as
Exhibit 17 to this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS.
Exhibit Number
16 Letter re: Change in Certifying
Accountant (filed herewith)
17 Letter of Resignation of James L. Doti
(filed herewith)
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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 hereunto duly authorized.
CIMCO, INC.
Date: August 18, 1995 By: RUSSELL T. GILBERT
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Russell T. Gilbert
Chairman, President and Chief
Executive Officer
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EXHIBIT INDEX
The following exhibits are attached hereto:
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
<S> <C> <C>
16 Letter re: Change in Certifying Accountant -
17 Letter of Resignation of James L. Doti -
</TABLE>
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Exhibit 16
[Grant Thornton Letterhead]
August 18, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Re: CIMCO, INC.
File No. 0-16249
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of CIMCO, INC. dated August 18, 1995, and
agree with the statements contained therein.
Very truly yours,
GRANT THORNTON LLP
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Exhibit 17
[Chapman University Letterhead]
August 14, 1995
Russell T. Gilbert
Chairman and CEO
CIMCO
265 Briggs Avenue
Costa Mesa, California 92626
Dear Russ:
I am writing to confirm my resignation from the CIMCO board of
directors and respectfully request that this letter of resignation be made a
matter of the public record by filing it with the Securities and Exchange
Commission. As I announced at the August 12 board meeting, I felt that actions
taken at that meeting regarding the direction of executive leadership made it
necessary for me to resign as a director of the company.
I have received great satisfaction in serving on the CIMCO board.
Please know, Russ, that I will always be grateful to you for the confidence you
placed in me by asking me to serve on the board. Having worked with a very
talented and responsible group of fellow directors, I feel I have learned a
great deal from them. I addition, I have gained friendships with my fellow
directors that I will always treasure.
I wish you the best in leading CIMCO forward. If I can ever be of
any help, please give me a call.
Regards,
JAMES L. DOTI
Copy: Walter Schindler
Frank Remer
Karen Harrison
Fred Swensen
Ken Hendrickson
Ad Posnick
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