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): July 12, 1999
MICROLOG CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 0-14880 52-0901291
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
20270 GOLDENROD LANE
GERMANTOWN, MARYLAND 20876-4070
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 428-9100
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(A) PREVIOUS INDEPENDENT ACCOUNTANT
On July 12, 1999, Microlog Corporation (the "Registrant") dismissed
Pricewaterhouse-Coopers LLP ("PWC") as its independent accountant.
PWC's reports on the Registrant's financial statements for the fiscal
years ended October 31, 1998 and 1997 did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principle. However, such reports contained an
explanatory paragraph relating to the Company's ability to continue as a going
concern.
The decision to dismiss PWC was approved by the Audit Committee and the
Board of Directors of the Registrant.
In connection with the audits of the financial statements of the
Registrant for the fiscal years ended October 31, 1998 and 1997, and for the
period from November 1, 1998 through July 12, 1999, the Registrant had no
disagreements with PWC on matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PWC, would have caused PWC
to make reference to such disagreements in their report on the Registrant's
financial statements for such years.
The Registrant has requested that PWC furnish it with a letter
addressed to the SEC stating whether or not it agrees with the statements
contained in this Item 4(a). A copy of that letter, dated July 16, 1999, is
filed as Exhibit 16 to this Form 8-K and incorporated herein by reference.
(B) NEW INDEPENDENT ACCOUNTANT
The Registrant engaged Grant Thornton LLP as its new independent
accountant as of July 12, 1999. The decision to engage Grant Thornton LLP was
approved by the Audit Committee and Board of Directors of the Registrant.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
16. Letter, dated July 16, 1999, concerning the change
in the Registrant's Certifying Accountant.
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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.
MICROLOG CORPORATION
Date: July 16, 1999 By: /s/ Steven R. Delmar
-------------------------
Steven R. Delmar,
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description Page
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16. Letter, dated July 16, 1999, concerning the change in the
Registrant's Certifying Accountant. 5
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EXHIBIT 16
July 16, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Commissioners:
We have read the statements made by Microlog 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 report dated July 12, 1999. We agree with the
statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
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