SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 30, 1999
ASTREX, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-4530 13-1930803
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
205 Express Street, Plainview, New York 11803
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 433-1700
Not Applicable
(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
On Tuesday March 30, 1999 Astrex, Inc. (the "Company") engaged Grant Thornton
LLP ("New Auditor") to audit the Company's financial statements for the fiscal
year to end March 31, 1999. For the past several fiscal years the Company's
annual audit has been performed by KPMG LLP ("Former Auditor"). The Company
elected to change auditors with the approval of its Board of Directors in order
to keep its audit costs reasonably near prior levels while maintaining the same
level and quality of services.
Pursuant to Regulation S-B 228.304 of the Securities and Exchange Commission,
the Company further advises that (a) its Former Auditor did not resign or
decline to stand for re-election and neither was it dismissed. Rather with the
approval of the Company's Board of Directors, the Company chose to engage its
New Auditor for the fiscal year to end March 31, 1999 audit as opposed to
entering into a new engagement with its Former Auditor; (b) the Former Auditor's
accountant's reports on the financial statements for the Company for each of the
past two (2) fiscal years did not contain an adverse opinion or disclaimer of
opinion and were not qualified as to uncertainty, audit scope, or accounting
principles; (c) during the past two fiscal years and subsequent interim period
there have been no resolved or unresolved disagreements between the Company and
the Former Accountant on any matter of accounting principals or practices,
financial statement disclosure, auditing scope or procedures, which, if not
resolved to the Former Accountant's satisfaction, would have caused it to make
reference to the subject matter of the disagreement(s) in connection with its
report; (d) during the past two fiscal years and subsequent interim period there
have been no events described in Regulation S-B 228.304 (a) (1) (iv) (B); and
(e) the Company has furnished a copy of this disclosure to its Former Auditor
requesting that it furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the statements made
herein, or if not, stating the respects in which it does not agree. A copy of
the letter is filed as an Exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16. Letter of KPMG LLP dated March 30, 1999
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Astrex, Inc.
By: /s/ Michael McGuire
----------------------------------
Michael McGuire
Director, President and
Chief Executive Officer
Dated: April 5, 1999
March 30, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Astrex, Inc. and, under the date of
May 15, 1998, we reported on the consolidated financial statements of Astrex,
Inc. and subsidiaries as of March 31, 1998 and for the years ended March 31,
1998 and 1997. On March 30, 1999, our appointment as principal accountants was
terminated. We have read Astrex, Inc.'s statements included under Item 4 of its
Form 8-K dated March 30, 1999, and we agree with such statements, except that we
are not in a position to agree or disagree with Astrex, Inc.'s statements in the
last sentence in the first paragraph and the second sentence in the second
paragraph regarding Board of Director approval and keeping audit costs near
prior year levels.
Very truly yours,
/s/ KPMG LLP
KPMG LLP
