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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) June 20, 1997
SETECH, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-10310 11-2809189
(Commission File Number) (I.R.S. Employer Identification No.)
905 Industrial Drive, Murfreesboro, Tennessee 37129
(Address of Principal Executive Offices) (Zip Code)
(615) 890-1700
(Registrant's Telephone Number)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
In conjunction with the Registrant's continued growth and a recent
acquisition of a new subsidiary (the "Acquisition," consummated on June 26,
1997, to be disclosed fully on Form 8-K before July 11, 1997), the
Registrant has decided, with approval of its Board of Directors, to change
its certifying accountant, Dempsey Wilson & Company, PC (the "Former
Accountant"), to Arthur Andersen LLP (the "New Accountant"). To accomplish
a smooth transition from the Former Accountant to the New Accountant, the
Former Accountant will participate in the Form 8-K filing due July 11, 1997
(for which financial statements will be due by September 9, 1997), and the
New Accountant will begin its services by auditing the financial statements
to accompany the Registrant's Form 10-KSB for the fiscal year ended June
30, 1997.
(a) The Registrant and the Former Accountant have agreed that the Former
Accountant will no longer perform auditing services in connection with the
Registrant's financial statements after filing of the financial statements
accompanying the Registrant's July 11, 1997 Form 8-K (for which financial
statements will be due by September 9, 1997). Termination of the Former
Accountant's services is not due to any discrepancies or disagreements
between the Registrant and the Former Accountant regarding any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
The Former Accountant's reports on the Registrant's financial
statements for the past two years did not contain any adverse opinions or
disclaimers of opinion, nor did they contain any modification as to
uncertainty, audit scope or accounting principles. The Registrant has
requested that the Former Accountant furnish it with a letter addressed to
the Commission stating whether or not it agrees with the above statements,
and, if not, stating the respects in which it does not agree. A copy of
such latter, dated June 27, 1997, is filed as Exhibit 16.1 to this Form 8-
K.
(b) As of June 20, 1997, the New Accountant was engaged to perform
services for the Registrant as its principal accountant. Additionally, the
New Accountant was consulted and provided advice that was an important
factor in reaching a decision regarding the following issues related to the
Acquisition:
1) the New Accountant consulted with the Registrant as to the
appropriate method to allocate the Acquisition purchase price to assets of
the Acquired entity for financial reporting and federal tax purposes. The
Former Accountant was not consulted on this issue, as it relates solely to
the June 30, 1997 financial statements which the New Accountant will be
responsible for auditing.
2) the New Accountant reviewed and confirmed the rationale employed
by the Former Accountant with regard to a proposed IRC 338(h)(10) election.
The Former Accountant and the New Accountant were in agreement on this
issue.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 16.1 Letter from Dempsey Wilson & Co., P.C. dated June 27, 1997
regarding change in Certifying Accountant
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.
SETECH, Inc.
(Registrant)
Date: June 27, 1997 By: /s/ Thomas N. Eisenman
Thomas N. Eisenman
President and CEO
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
16.1 Letter from Dempsey Wilson & Co., P.C. dated June 27, 1997
regarding change in Certifying Accountant
EXHIBIT 16.1
DEMPSEY, WILSON & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of Form 8-K of SETECH,
Inc. dated June 27, 1997.
/s/ Dempsey, Wilson & Co., P.C.
Murfreesboro, Tennessee
June 27, 1997
