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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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): October 12, 2000
(October 5, 2000)
VERSO TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
Minnesota 0-22190 41-1484525
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(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification Number)
400 Galleria Parkway, Suite 300
Atlanta, Georgia 30339
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (770) 612-3500
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(Former name or former address, if changed since last report
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ITEM 4. CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous Independent Accountants.
(i) On October 5, 2000, Verso Technologies, Inc. (f/k/a
Eltrax Systems, Inc. (the "Company")) dismissed PricewaterhouseCoopers
LLP ("PWC") as its independent accountants.
(ii) The reports of PWC on the Company's financial
statements for the past two fiscal years contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
(iii) The Company's Audit Committee and its Board of
Directors participated in and approved the decision to change
independent accountants.
(iv) In connection with its audits for the two fiscal
years and through October 5, 2000, there have been no disagreements
with PWC on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of PWC would have
caused it to make reference thereto in its report on the Company's
financial statements for such years.
(v) During the two most recent fiscal years and through
October 5, 2000, there have been no events of the kind listed in Item
304(a)(1)(v)) of Regulation S-K.
(vi) The Company has requested that PWC furnish it with a
letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statements. A copy of such
letter, dated October 12, 2000, is filed as Exhibit 16 to this Form
8-K.
(b) New Independent Accounts.
(i) The Company engaged KPMG LLP ("KPMG") as its new
independent accountants as of October 5, 2000.
(ii) During the two most recent fiscal years and through
October 5, 2000, the Company has not consulted with KPMG regarding
either (1) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion
that might be rendered on the Company's financial statements, and
either a written report was provided to the Company or oral advice
provided that KPMG concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or
financial reporting issue; or (2) any matter that was either the
subject of a disagreement (as described in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation
S-K), or a reportable event (as described in Item 304(a)(1)(v) of the
Regulation S-K).
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) - (b). Financial Statements and Pro Forma Financial Information.
None.
(c) Exhibits. The following exhibit is filed herewith by
direct transmission via "edgar."
16 - Letter of PricewaterhouseCoopers LLP dated
October 12, 2000
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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 thereunto duly authorized.
VERSO TECHNOLOGIES, INC.
(Registrant)
Date: October 12, 2000 /s/ Juliet M. Reising
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Juliet M. Reising
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
16 Letter of PricewaterhouseCoopers LLP dated October 12, 2000.
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