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.
August 19,1999
Date of Report
(date of earliest event reported)
DAUPHIN TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Illinois 33-21537-D 87-0455038
(State or other jurisdiction Commission File No. (IRS Employer
of incorporation or organization) Identification
Number)
800 E. Northwest Hwy, Suite 950, Palatine, IL 60067
(Address of principal executive offices) (Zip Code)
(847) 358-4406
Registrant's telephone number, including area code
Former name or address, if changed since last report
<PAGE1>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On July 23, 1999, the Registrant's principal auditor, Arthur Andersen LLP
("Arthur Andersen") ceased its client-auditor relationship with the
Registrant. The Registrant is in the process of enganging new independent
certified public accountants.
During the Registrant's two most recent fiscal years ended December 31, 1997
and 1998, respectively (the "Prior Fiscal Years"), and the interim period
from January 1, 1999 to July 23, 1999 (the "Interim Period"), Arthur Andersen
did not issue any adverse opinions or disclaimers of opinion or qualify or
modify an opinion as to uncertainty, audit scope, or accounting principles,
except that the reports of Arthur Andersen included a reference to a
substantial doubt about the Registrant's ability to continue as a going
concern.
During the Prior Fiscal Years and the Interim Period, the Registrant has had
no disagreement with Arthur Andersen as to any matter of accounting
principles or practices, financial statements disclosure, or auditing scope
or procedure which, if not resolved to the satisfaction of Arthur Andersen,
would have caused it to make reference to the subject matter of such
disagreement in connection with its reports for the Prior Fiscal Years.
There were no "Reportable Events", as such term is defined in Item 302 of
Regulation S-K, during either (i) the Prior Fiscal Years or (ii) the Interim
Period.
The Registrant has requested that Arthur Andersen review the foregoing
disclosure and provide a letter addressed to the Securities and Exchange
Commission stating whether they agree with the above statements and, if not,
stating in what respects they do not agree. Arthur Andersen's letter is
included as an exhibit to this Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following Exhibits are filed as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
- ------- ---------- ----------------- --------
16 16.01 Letter from Arthur Andersen This Filing
to the United States Securities
And Exchange Commission, dated
September 3,1999, relating to the
changein certifying accountants.
<PAGE 2>
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 hereto duly authorized.
Dauphin Technology, Inc.
/ANDREW J KANDALEPAS/
By: Andrew Kandalepas
Chairman /CEO
<PAGE 3>
Exchibit No. 16
September 3, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K dated August 19, 1999 of Dauphin
Technology, Inc. to be filed with the Securities and Exchange Commission and
are in agreement with the statements contained therein with the exception of
the second sentence of the first paragraph which relates to the retention of
a new accounting firm. We have no information relating to the retention of a
new accounting firm.
Very truly yours,
/ARTHUR ANDERSEN, LLP/
Arthur Andersen LLP
cc: Andrew Kandalepas, Chairman/CEO
