SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 24, 2000
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NATIONAL MANUFACTURING TECHNOLOGIES, INC
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(Exact name of registrant as specified in its charter)
California 0-16055 95-3267788
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(State or other jurisdiction (Commission File Number) (IRS employer
of incorporation) Identification No.)
1958 Kellogg Ave., Carlsbad, California 92008
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(Address of principal executive offices) (Zip Code)
(760) 431-4999
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(Registrant's telephone number, including area code)
PHOTOMATRIX, INC
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(Former name or former address, if changed since last report)
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This Form 8-K/A amends the Current Report on Form 8-K of National Manufacturing
Technologies, Inc., previously filed with the Securities and Exchange Commission
on March 24, 2000, to update Item 4 and to file Exhibit 16.
ITEMS 1 - 3. Not applicable.
ITEM 4. Changes in Registrant's Certifying Accountants.
On March 17, 2000, the Board of Directors of National Manufacturing
Technologies, Inc. (the "Company"), approved a recommendation brought fourth by
the Audit Committee which dismisses BDO Seidman, LLP, Costa Mesa, California
("BDO") as the Company's principal independent accountant. During the last
fiscal year and subsequent interim periods of the Company, BDO did not render
an adverse opinion, disclaimer of opinion, or modification. BDO did render a
qualification as to the Company's ability to continue as a going concern.
There were no disagreements between the Company and BDO for the past fiscal year
ending March 31, 1999, nor during the subsequent interim periods through
September 30, 1999, whether or not resolved, on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of BDO,
would have caused BDO to make reference to the subject matter of the
disagreements in connection with BDO's report. The Company requested BDO to
furnish it a letter addressed to the Commission stating whether it agrees with
the above statements. A copy of that letter dated March 24, 2000, is filled as
Exhibit 16 to this Form 8-K.
On March 17, 2000, the Company engaged Levitz, Zacks and Ciceric as its
independent accountant. For fiscal year audits ended December 31, 1996 and
December 31, 1997 the firm of Levitz, Zacks and Ciceric served as the
independent accountant for I-PAC Manufacturing, Inc ("I-PAC") (a wholly owned
subsidiary of the Company as of June 1998). Prior to June 1998, I-PAC was not a
publicly traded company.
With the exception of the above statement, during the last two fiscal years and
subsequent interim periods of the Company, the Company did not consult Levitz,
Zacks and Ciceric regarding (i) either, the application of accounting principles
to a specified transaction; or the type of audit opinion that might be rendered
on the Company's financial statements, or (ii) any matter that was the subject
of a disagreement (as defined in Item 304(a)(1)(iv) of Securities and Exchange
Commission Regulation S-K) or was a reportable event (as defined in Item
304(a)(1)(v) of Securities and Exchange Commission Regulation S-K).
On February 19, 1999, KPMG LLP resigned. The reports of KPMG LLP on the
Company's consolidated financial statements for the fiscal years ended March 31,
1997 and 1998, did not contain an adverse opinion or 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 March 31, 1998, and in the subsequent
interim period through February 19, 1999, there were no disagreements with KPMG
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 KPMG LLP would have caused KPMG LLP to make reference to the
matter in their report. The Company requested KPMG LLP to furnish it a letter
addressed to the Commission stating whether it agrees with the above statements.
A copy of that letter, dated February 25,1999, was filed as Exhibit 16 to the
Form 8-K filed on February 26, 1999.
On May 26, 1999, BDO Seidman, LLP, Costa Mesa, California was engaged as the
Company's principal independent accountant. During the two fiscal years ended
March 31, 1997 and March 31, 1998 and subsequent interim periods of the Company,
the Company did not consult BDO Seidman, LLP regarding (i) either, the
application of accounting principles to a specified transaction; or the type of
audit opinion that might be rendered on the Company's financial statements, or
(ii) any matter that was the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Securities and Exchange Commission Regulation S-K) or was a
reportable event (as defined in Item 304(a)(1)(v) of Securities and Exchange
Commission Regulation S-K).
ITEM 5. Other events.
On September 23, 1999, the Company's shareholders elected the following people
to serve as Directors until the next annual shareholder meeting:
Mr. PATRICK W. MOORE has been a Director of the Company since January 1991. Mr.
Moore assumed the duties of Chief Executive Officer of the Company effective as
of June 5, 1998, and as Chairman and President as of September 23, 1999. Mr.
Moore, who has served as the President of I-PAC Manufacturing, Inc. since 1990,
has significant business experience in both the private and public sectors. From
1986 to 1990, Mr. Moore served as President of Southwest General Industries, a
privately-held electronic contract manufacturing company. From 1981 to 1986, Mr.
Moore served as President of the San Diego Private Industry Council and as
Executive Director of the San Diego Regional Employment and Training Consortium.
Mr. Moore has served on the National Commission on Employment Policy, committees
of the National Academy of Science, and as the national president of various
trade organizations based in Washington, D.C. Mr. Moore is 51 years of age.
Mr. JAMES P. HILL has been a Director of the Company since June 1998. Mr. Hill
is, and for at least the last five years has been, the managing partner,
specializing in bankruptcy law, commercial law, and civil litigation, of the San
Diego law firm of Sullivan, Hill, Lewin, Rez, Engel & LaBazzo. Mr. Hill was a
Director of the San Diego Bankruptcy Forum from 1991 through 1994 and the
Chairman of the Commercial Law Section of the San Diego County Bar Association
from 1985 through 1987. Mr. Hill is 45 years of age.
Mr. MICHAEL J. GENOVESE has been a Director of the Company since February 1999.
Mr. Genovese is a partner with the law firm of Grant, Hanley & Genovese, LLP,
specializing in the area of business transactional law, including general
business, real estate acquisition and sale, and taxation law. Mr. Genovese
started his professional career with Ernst & Ernst (currently Ernst & Young,
LLP) in 1971 until 1977 when he commenced the practice of law. Mr. Genovese is
a member of the Orange County Bar Association, the California State Bar
Association (Business Law, Real Property Law and Taxation Sections), and the
American Bar Association (Business law, Real Property, Probate & Trust Law, and
Taxation Sections). Mr. Genovese is 50 years of age.
Dr. MICHAEL R. MOORE is a physician specializing in the surgical treatment of
complex spinal disorders. He practices at the Bone and Joint Clinic in
Bismarck, North Dakota, where he is developing a Spinal Diagnostic and Treatment
Center that will bring to the region a range of medical services that previously
were unavailable in the State. Prior to relocating to North Dakota, Dr. Moore
practiced in Aurora, Colorado, where he was the co-founder of the Colorado Spine
Center, which was the first practice in the region dedicated solely to the
treatment of spinal disorders. Dr. Moore has recently been granted a patent on
a new spinal implant device that will allow minimally invasive and endoscopic
techniques to replace current open surgical techniques for certain painful
spinal conditions. Dr. Moore earned his medical degree from the Johns Hopkins
University School of Medicine, and has served in the past as an approved
investigator by the Food and Drug Administration for clinical trials of new
spinal fusion devices. From 1976 to 1980, he held various positions as an
engineer for Portland General Electric Company. Dr. Moore is the brother of
Patrick W. Moore. Dr. Moore is 45 years of age.
Mr. BINH Q. LE is General Director of BVT & Co. and General Director and
shareholder for DELICES Co., Ltd., a division of BVT & Co., Ltd., a
Vietnam-based importer since 1998. He also serves as President and sole
shareholder of Le Mortgage, Inc. (d.b.a. All City Financial Corporation), a
commercial and residential mortgage broker, a position which he has held since
1987. From 1985 to 1987, Mr. Le was General Plant Manager at Southwest General
Industries, a privately-held electronic contract manufacturing company. From
1976 to 1985, he served on the San Diego Private Industry Council. Mr. Le is 53
years of age.
Mr. BRIAN KISSINGER is President of Valtec Services, a company providing
authorization and process for pre-paid telephone and related services, a
position he has held since 1998. Mr. Kissinger has also been a marketing
consultant to LWS Entertainment Services, which is an internet service provider
and web-site design company, since 1998. From 1996 to 1998, Mr. Kissinger served
as President of Quest Communications, a leasing agent for SkyTel Paging, Inc.
From 1991 to 1996, he was Vice President of K & D Distributing, a wholesale food
distributor. Mr. Kissinger is 30 years of age.
Mr. JOHN G. HAMILTON, JR. has been the owner of North Hills Academy of Shorin
Karate and Indiana Shorin-Ryu Karate founded in 1974. From 1974 to 1984. Mr.
Hamilton also served as a process and development metallurgical engineer for
Westinghouse Electric Company working in their Specialty Metals Division. Mr.
Hamilton earned his Bachelor of Science degree in Metallurgical Engineering and
Anthropology from Lafayette College. Mr. Hamilton is 50 years of age.
The Company's shareholders also approved a change in the name of the Company
from Photomatrix, Inc. to National Manufacturing Technologies, Inc.
The Company's Board of Directors also appointed Larry Naritelli as the Company's
Treasurer and Chief Accounting Officer.
Mr. LARRY NARITELLI joined Photomatrix in March 1999 as Corporate Controller.
From 1996 to 1999, Mr. Naritelli was employed at Dentsply/New Image in various
positions including Accounting Manager and Controller. From 1994 to 1996, Mr.
Naritelli was employed at Compton's New Media as Accounting Manager and later as
Manager of General Ledgers.
ITEM 6. Not applicable.
ITEM 7. Financial Statements. Not applicable.
Exhibits. 16 Letter from BDO Seidman, LLP dated March 24, 2000.
ITEMS 8 AND 9. Not applicable.
SIGNATURES
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 hereunto duly authorized.
NATIONAL MANUFACTURING TECHNOLOGIES, INC
Date: March 29, 2000 By: /s/ Patrick W. Moore
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Patrick W. Moore
Chairman, Chief Executive Officer and President
Exhibit 16
[LETTERHEAD]
March 24, 2000
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the Form 8-K expected to be filed on or
about March 24, 2000 by our former client, National Manufacturing Technologies,
Inc. (formerly Photomatrix, Inc.). We agree with the statements made in
response to Item 4, paragraphs one and five, included in the Form 8-K, insofar
as they relate to our Firm.
Very truly yours,
/s/ BDO SEIDMAN, LLP
