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 April 17, 1998
earliest event reported)
SSE TELECOM, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-10965 52-1466297
(State of or other (Commission File (I.R.S.Employer
jurisdiction of Number) Identification No.)
incorporation)
Suite 710, 8230 Leesburg Pike
Vienna, Virginia 22182
(Address of principal executive offices)
Registrant's telephone number: (703) 442-4503
Page 1 of 5
Exhibit Index on Page 4
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective at April 17, 1998, SSE Telecom, Inc. (herein
"Registrant" or "Company") dismissed Ernst & Young LLP as its
independent auditors for the fiscal year ending September 26,
1998.
The reports of Ernst & Young LLP on the Company's financial
statements for the past two fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting
principles. In connection with the audits of the Company's
financial statements for each of the two fiscal years ended
September 27, 1997, and in the subsequent interim period, there
were no disagreements with Ernst & Young LLP on any matters of
accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not
resolved to the satisfaction of Ernst & Young LLP would have
caused Ernst & Young LLP to make reference to the matter in their
report.
There has not occurred, during the two fiscal years ended
September 27, 1997, or any subsequent interim period prior to
April 24, 1998, any reportable events, as defined in paragraph
(a)(1)(v) of Item 304, with respect to Ernst & Young LLP, except
as set forth in a letter from Ernst & Young LLP to Registrant's
Audit Committee, dated December 4, 1997, noting a material
weakness in Registrant's internal control structure relative to
the preparation of accurate financial statements for the
Registrant's fiscal year ended September 27, 1997. Management of
the Registrant believes that it has effectively addressed the
issues raised in such letter.
The Company has requested Ernst & Young LLP to furnish it a
letter addressed to the Commission stating whether it agrees with
the above statements. Ernst & Young LLP has responded to the
Company's request and a copy of the response of Ernst & Young LLP
is filed as Exhibit 1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
There is filed herewith as an exhibit a letter from Ernst &
Young LLP addressed to the Securities and Exchange Commission in
respect to the matters set forth in Item 4 above.
Page 2 of 5
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant had duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Date: April 24, 1998 SSE TELECOM, INC.
By: /s/ Daniel E. Moore
Daniel E. Moore
President and
Chief Executive Officer
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INDEX TO EXHIBITS
Page No.
Ernst & Young LLP Letter addressed to
the Securities and Exchange Commission 5
Page 4 of 5
April 24, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated April 24, 1998, of SSE
Telecom, Inc. and are in agreement with the statements contained
in the second paragraph and the first sentence of the third
paragraph on page 2 therein. We have no basis to agree or
disagree with other statements of the Registrant contained
therein.
Regarding the registrant's statement concerning the lack of
internal control to prepare financial statements, included in the
third paragraph on page 2 therein, we had considered such matter
in determining the nature, timing and extent of procedures
performed in our audit of the registrant's 1997 financial
statements.
By: /s/ Ernst & Young
Ernst & Young
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