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 earliest event reported: May 12, 1998
DAWN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-17864 13-3493060
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
1260 Old Colony Road, Wallingford, Connecticut 06492
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 203-269-8757
433 So. Main Street, Suite 321, West Hartford, Connecticut 06110
(Former name or former address, if changed since last report)
Page 1 of 6
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
On May 12, 1998, the Registrant, Dawn Technologies, Inc.,
retained
Stoltz Costello & Company, LLC as its principal independent
accountants and
auditors for the fiscal year ended December 31, 1997 instead of its
former
independent accountants and auditors, Arthur Andersen LLP.
Arthur Andersen LLP's report dated February 29, 1996 on
the
financial statements of the Registrant for its fiscal year ended
December 31,
1995 contained the following statement:
The accompanying financial statements have been prepared
assuming
that the Company will continue as a going concern. As
discussed in
Note 2 to the financial statements, at December 31, 1995,
the
Company was not in compliance with certain covenants of
its bank
loan agreements and, accordingly, the bank can request
repayment of
such loans on demand. In addition, the Company's
projections for
1996 reflect a negative cash flow. These conditions,
among others,
raise substantial doubt about the Company's ability to
continue as
a going concern. The financial statements do not include
any
adjustments that might result from the outcome of this
uncertainty.
Arthur Andersen LLP's report dated April 11, 1997 on the
financial
statements of the Registrant for its fiscal year ended December 31,
1996
contained the following statement:
The accompanying financial statements have been prepared
assuming
that the Company will continue as a going concern. As
discussed in
Note 2 to the financial statements, at December 31, 1996,
the
Company was not in compliance with certain covenants of
its bank
loan agreements and, accordingly, the bank can request
repayment of
such loans on demand. The Company's long standing
contract with
its largest customer will be expiring in 1997 and as
such, the
Company's ability to sustain sales levels necessary to
support
operations is not assured. These conditions, among
others, raise
substantial doubt about the Company's ability to continue
as a
going concern. The financial statements do not include
any
adjustments that might result from the outcome of this
uncertainty.
The decision to change accountants was approved by the
Board of
Directors of the Registrant and its Audit Committee.
It is the Registrant's understanding that during the
Registrant's
two most recent fiscal years and any later interim period, there
was no
disagreement with the Registrant's former accountants, Arthur
Andersen LLP on
any matter of accounting principles or practices, financial
statement
disclosure, or auditing scope or procedure, which, if not resolved
to the
former accountants' satisfaction, would have caused it to make
reference to
the subject matter of the disagreement in connection with its
report.
Page 2 of 6
<PAGE>
During the Registrant's two most recent fiscal years and
any later
interim period, neither the Registrant nor anyone acting on the
Registrant's
behalf consulted with the new accountant regarding:
(i) the application of accounting principles to a
specific
completed or contemplated transaction, or the type of audit opinion
that
might be rendered on the Registrant's financial statements and
neither
written nor oral advice was provided that was an important factor
considered
by the Registrant in reaching a decision as to the accounting,
auditing or
financial reporting issue; or
(ii) any matter that was the subject of a
disagreement or
event identified herein in response to paragraph (a)(1)(iv) of Item
304 of
Regulation S-B.
Item 5. Other Events.
On March 13, 1998, the Board of Directors of Dawn
Technologies,
Inc. elected the following persons as the officers of Dawn
Technologies, Inc.
Warren K. Novick Chairman of the Board, President,
Chief Executive Officer, Secretary
and Assistant Treasurer
William Winakor Executive Vice President and Chief
Operating Officer
John Scanlon Treasurer, Chief Financial and
Accounting Officer and Assistant
Secretary
David Sklar Assistant Treasurer
Item 7. Financial Statements and Exhibits.
The following exhibits are filed as a part of this
report:
Exhibit 16.1 Letter from Arthur Andersen LLP
(To be filed by amendment if not filed
with this report.)
Exhibit 16.2 Letter from Stoltz Costello & Company LLC
(To be filed by amendment if not filed
with this report.)
Page 3 of 6
<PAGE>
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.
DAWN TECHNOLOGIES, INC.
Date: May 12, 1998 By:S/ WARREN NOVICK
Warren Novick, President,
Chief Executive Officer,
Secretary and Assistant
Treasurer
Page 4 of 6
<PAGE>
Exhibit 16.1
May 18, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir/Madam:
We have read the first five paragraphs of Item 4 included in the
Form 8-K
dated May 12, 1998 of Dawn Technologies, Inc. to be filed with the
Securities
and Exchange Commission and are in agreement with the statements
contained
therein.
Very truly yours,
S/ ARTHUR ANDERSEN LLP
csr
Copy to: John Scanlan, Chief Financial Officer
Dawn Technologies, Inc.
Page 5 of 6
<PAGE>
Exhibit 16.2
Securities and Exchange Commission
Washington, D.C. 20549
We have been appointed principal independent accountants and
auditors for
DAWN TECHNOLOGIES, INC. as of May 12, 1998.
As such, we have reviewed all the information contained on Form 8-K
for DAWN
TECHNOLOGIES, INC. persuant to section 304 of Regulation S-B and
have no
disagreement with or noted any additional information that should
be
disclosed to the Commission.
S/ STOLTZ COSTELLO & COMPANY, LLC
Glastonbury, Connecticut
May 18, 1998
Page 6 of 6
