DMI INC /CO/
8-K/A, 1996-12-10
COMPUTER STORAGE DEVICES
Previous: AMERICAN WOODMARK CORP, 10-Q, 1996-12-10
Next: HERITAGE INCOME GROWTH TRUST, N-30D, 1996-12-10



<PAGE>   1

                       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 (Date of earliest event reported) November 1, 1996
                                                        ----------------

                                   DMI, Inc.
             (Exact name of registrant as specified in its charter


        COLORADO                    0-19875                    95-3500183
        --------                    -------                    ----------
(State of incorporation)     (Commission File Number)         (IRS Employer
                                                         Identification Number)


                     2501 W. Fifth St. Santa Ana, CA 92703
                     --------------------------------------
                     Address of principal executive offices


        Registrant's telephone number, including area code 714-571-1900
                                                           ------------

                                      None
                                      ----
          Former name or former address, if changed since last report
<PAGE>   2

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

         None

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         None

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

         None

ITEM 4.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

         On November 1, 1996, the registrant's accountant, Coopers & Lybrand
         resigned. The resignation was not because of any disagreements on any
         matter of accounting principles or practices, financial statement
         disclosure, or auditing scope or procedure.
         
         Coopers & Lybrand L.L.P.'s reports on the Company's financial
         statements as of December 31, 1995 and 1994, and for the years then
         ended, included an explanatory paragraph addressing the uncertainty of
         the Company's ability to continue as a going concern.

ITEM 5.  OTHER EVENTS

         None

ITEM 6.  RESIGNATION OF REGISTRANT'S DIRECTORS

         None

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         EXHIBIT NUMBER         EXHIBIT
         --------------         -------

              16.1              Letter from Coopers & Lybrand dated 
                                November 1, 1996

              16.2              Letter from Coopers & Lybrand dated
                                December 3, 1996

ITEM 8.  CHANGE IN FISCAL YEAR

         None

<PAGE>   3
                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

DMI, Inc.

/s/ DUNCAN MACDONALD                                12/10/96
- --------------------------                    ----------------------
Duncan MacDonald                             Date
Secretary

<PAGE>   1
                                                                   EXHIBIT 16.1

                       [LETTERHEAD OF COOPERS & LYBRAND]


November 1, 1996

Mr. Duncan MacDonald
President
DMI, Inc.
2501 West Fifth Street
Santa Ana, California 92703

Dear Mr. MacDonald:

This is to confirm that the client-auditor relationship between DMI, Inc.
(Commission File Number 0-19875) and Coopers & Lybrand L.L.P. has ceased.

Very truly yours,

/s/  Coopers & Lybrand L.L.P.


cc:  Office of the Chief Accountant
     SECPS Letter File
     Securities and Exchange Commission
     Mail Stop 11-3
     450 Fifth Street, N.W.
     Washington, D.C. 20549
     (By facsimile: 202-942-9656; original by U.S. mail)


<PAGE>   1
                         [COOPERS & LYBRAND LETTERHEAD]

                                                                   EXHIBIT 16.2

December 3, 1996

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

Gentlemen:

We have read the statements made by DMI, Inc. (copy attached), which we
understand have been 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 November 1996. In
addition to the events reported in such Form 8-K, with which we agree,
additional information that should have been reported by the Company follows:

Coopers & Lybrand L.L.P.'s reports on the Company's financial statements as of
December 31, 1995 and 1994, and for the years then ended, included an
explanatory paragraph addressing the uncertainty of the Company's ability to
continue as a going concern.

Very truly yours,

/s/ Coopers & Lybrand L.L.P.
- ----------------------------


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission