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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 5, 1997
Power Designs, Inc.
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(Exact name of registrant as specified in its charter)
New York 00-1921 11-1708714
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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14 Commerce Drive, Danbury, CT 06810
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(Address of principal executive offices) (Zip Code)
(203) 748-7001
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Registrant's telephone number, including area code
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On March 19, 1997, the Board of Directors of the Registrant ("Power Designs,
Inc." or the "Company") approved the engagement of McGladrey & Pullen as the
Company's independent accountants, which retention became effective on May 21,
1997. The dismissal of Kostin, Ruffkess & Company, LLC ("KRCO") as the
Company's independent accountants was effective on May 21, 1997. The report of
KRCO on the Company's financial statements as of and for the fiscal years ended
June 30, 1996 and 1995 did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope, or
accounting principles, except as follows: on the financial statements of the
Company as of and for the fiscal years ended June 30, 1996 and 1995, KRCO's
auditors' report, dated November 8, 1996, the financial statements of the
Company as of and for the fiscal years ended June 30, 1996 and 1995 contained a
separate paragraph stating that "the Company's significant operating losses
raise substantial doubt about its ability to continue as a going concern."
Management plans in regard to such matters were also described in Note 12 to
such financial statements, which included a discussion of a proposed secondary
offering and bridge financing. The financial statements did not include any
adjustment that might result from the outcome of this uncertainty.
During the Company's fiscal years ended June 30, 1996 and 1995, and during
the interim periods preceding the May 21, 1997 dismissal of KRCO, there were
no disagreements between the Company and KRCO concerning any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of KRCO, would have caused it to make reference to the subject
matter of the disagreements in connection with its report.
The Company did not consult with McGladrey & Pullen during the Company's fiscal
years ended June 30, 1996 and 1995 on the application of accounting principles
to a specified transaction; the type of opinion that might be rendered on the
Company's financial statements; any accounting, auditing or financial reporting
issue; or any item that was either the subject of a disagreement or a reportable
event as defined in Item 304 of Regulation S-K.
The Company provided KRCO with a copy of the disclosures contained herein and
has filed as an exhibit hereto the response of KRCO to the disclosures set forth
in this section.
ITEM 5. OTHER EVENTS
Effective May 5, 1997, Fred G. Basso joined the Company as its President and
Chief Executive Officer. Mr. Basso has over ten years of management experience
in equipment manufacturing businesses. The Company has also recently engaged
Anthony F. Intino, II, an experienced acting Chief Financial Officer, to
strengthen the Company's management, particularly in the areas of accounting and
finance.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 16: Letter from Registrant's prior independent accountants.
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.
Power Designs, Inc.
Date: September 17, 1997
/s/ FRED G. BASSO
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Name: Fred G. Basso
Title: President and CEO
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Exhibit 16
September 17, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Power Designs, Inc. (the
"Company") and, under the date of November 8, 1996, we reported on the
financial statements of the Company as of and for the fiscal years ended
June 30, 1996 and 1995. On May 21, 1997, our appointment as principal
accountants was terminated. We have read the Company's statements included
under Item 4 of its Form 8-K/A dated September 17, 1997, and we agree with
such statements, except that we are not in a position to agree or disagree
with the statements in (1) Item 5 thereof, related to the hiring of a
President and Chief Executive Officer and an acting Chief Financial Officer,
and (2) the third paragraph, related to consultation with McGladrey & Pullen.
In addition, we are not in a position to agree or disagree with the
statement that the change of accountants was approved by the board of
directors.
Very truly yours,
/s/ KOSTIN, RUFFKESS & COMPANY, LLC
KOSTIN, RUFFKESS & COMPANY, LLC
Certified Public Accountants
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