INDUSTRIAL IMAGING CORP
8-K, 2000-01-27
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       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):  December 2, 1999



                         Industrial Imaging Corporation
             (Exact name of registrant as specified in its charter)


 Delaware                          0-15520                       05-0396504
- ---------------                 -------------                ------------------
(State or other                 (Commission                  (IRS Employer
jurisdiction of                 File Number)                 Identification No.)
incorporation)


847 Rogers Street, Lowell, Massachusetts                            01852
- ----------------------------------------                            -----
(Address of principal executive offices)                         (Zip Code)



       Registrant's telephone number, including area code: (978) 937-5400
      -------------------------------------------------------------------

                                 Not Applicable
          (Former name or former address, if changed since last report)


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<PAGE>

                                TABLE OF CONTENTS

                                    FORM 8-K

                                January 27, 2000



Item                                                                       Page

Item 4.  Changes in Registrant's Certifying Accountant                       1

Signatures                                                                   2






<PAGE>


ITEM 4.   CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         On December 2, 1999,  the  Registrant  engaged Cayer  Prescott  Clune &
Chatellier, LLP as its new independent auditors for the Registrant's fiscal year
ending March 31, 1999 and terminated its auditor  relationship with BDO Seidman,
LLP ("BDO").

         BDO  served as the  independent  auditors  for the  Registrant  for the
fiscal year ended March 31, 1998. In its report on the financial  statements for
the fiscal year ended March 31, 1998,  which was included with the  Registrant's
Form 10-KSB, BDO included an explanatory  paragraph regarding the uncertainty as
to the Registrant's  ability to continue as a going concern because of recurring
losses from  operations and the  non-payment of debt  obligations as they became
due.  The decision to change  independent  auditors was approved by the Board of
Directors, because of the Registrant's deteriorating financial condition and its
inability to pay BDO for the work it had  performed.  During fiscal 1998 and any
subsequent  periods,  there were no  disagreements  on any matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of BDO, would
have caused it to make a reference to the subject matter of the  disagreement in
connection  with its report.  In addition,  BDO did not advise the Registrant of
any events set forth in Item  304(a)(1)(iv)(B)  of Regulation  S-K during fiscal
1998 and any subsequent interim periods.




                                      -1-
<PAGE>

                                   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.


                                        Industrial Imaging Corporation
                                        ------------------------------
                                        (Registrant)



Date: January 27, 2000                  By: /s/ Juan J. Amodei, Ph.D.
                                           -------------------------------------
                                           Juan J. Amodei, Ph.D.
                                           President and Chief Executive Officer











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