UNITED STATES
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 5, 1995
DSI INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-15784 13-3273041
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation Identification No.)
5211 Brownfield Highway, Suite 230, Lubbock, Texas 79407
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (806) 785-8400
NONE
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent Accountants
(i) On December 5, 1995, DSI Industries, Inc. dismissed Weinick, Sanders & Co.
LLP as its independent accountants.
(ii) The reports of Weinick, Sanders & Co. LLP on the financial statements
for the past two fiscal years contained no adverse opinion or disclaimer
of opinion and, except for the item discussed in the following paragraph,
were not qualified or modified as to uncertainty, audit scope or accounting
principle.
The report of Weinick, Sanders & Co. LLP dated February 1, 1995, except
as to certain notes for which their report was dated April 7, 1995,
contained two paragraphs which described certain conditions affecting
the Company along with management's plans with respect to those
conditions. Their report stated that the conditions raised substantial
doubt about the Company's ability to continue as a going concern and that
the financial statements being reported on did not include any adjustments
relating to the recoverability and classification of asset carrying amounts
or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.
(iii)The Registrant's Board of Directors recommended the change of independent
accountants and the engagement of Robinson Burdette Martin & Cowan,
L.L.P., and the Board of Directors approved the decision to dismiss
Weinick, Sanders & Co. LLP and engage Robinson Burdette Martin & Cowan,
L.L.P.
(iv) In connection with its audits for the two most recent fiscal years and
through December 5, 1995, there have been no disagreements with Weinick,
Sanders & Co. LLP 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 Weinick, Sanders
& Co. LLP, would have caused them to make reference thereto in their
report on the financial statements for such years.
(v) During the two most recent fiscal years and through December 5, 1995,
there have been no reportable events [as defined in Regulation S-K
Item 304(a)( I )(v)].
(vi) The Registrant has requested that Weinick, Sanders & Co. LLP furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statements. The Registrant has not
received the requested letter. Upon receipt, the Registrant will forward
it to the Securities and Exchange Commission.
(b) New independent accountants
(i) The Registrant engaged Robinson Burdette Martin & Cowan, L.L.P. as its
new independent accountants as of December 5, 1995.
(ii) Robinson Burdette Martin & Cowan, L.L.P. was not consulted about
application of accounting principles to a specific transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on the Registrant's financial statements.
(iii)Robinson Burdette Martin & Cowan, L.L.P. was not consulted about any
matter that was the subject of a disagreement or a reportable event
[as defined in Item 304(a)(1) of Regulation S-K].
(iv) The Registrant has requested that Robinson Burdette Martin & Cowan,
L.L.P. 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 December 5, 1995, is filed
as Exhibit 16 to this Form 8-K.
Item 7. Financial Statements and Exhibits.
The following exhibit is hereby filed with this Report:
Exhibit
Number Description
16 Letter from Robinson Burdette Martin & Cowan, L.L.P. dated
December 5, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf of the undersigned
hereunto duly authorized.
DSI Industries, Inc
(Registrant)
12-14-95 /s/Sherman H. Norton, Jr.
(Date) (Signature)
Chairman, Chief Executive Officer and
President
Robinson 1500 Broadway Exhibit 16
Burdette Suite 1300
Martin Lubbock, Texas 79401-3107
& Cowan, L.L.P.
certified public accountants
December 5, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by DSI Industries, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report as of December 5, 1995.
We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
Robinson Burdette Martin & Cowan, L.L.P.
