UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) April 29, 1996
WORK RECOVERY, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado
(State or Other Jurisdiction of Incorporation)
0-18695 68-0165800
(Commission File Number) (IRS Employer Identification No.)
2341 South Friebus Avenue, Suite 14, Tucson, Arizona 85713
(Address of Principal Executive Offices) (Zip Code)
(520) 322-6634
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changes Since Last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 4. Changes in Registrant's Certifying Accountant.
On April 29, 1996, La Voie, Clark, Charvoz & May, P.C.
("LCCM") declined to stand for re-election as the Registrant's
independent accountant and on the same date the Registrant engaged Price
Waterhouse LLP ("Price Waterhouse") to audit the Registrant's financial
statements for the year ending June 30, 1996.
The reports of LCCM on the financial statements of the
Registrant for the years ended June 30, 1995 and June 30, 1994 do not
contain an adverse opinion or disclaimer of opinion and were not modified
or qualified as to uncertainty, audit scope or accounting principles, except
for the year ended June 30, 1995 which contains the following modifications
and qualifications:
1. "...certain irregularities and possible illegal acts may
have been committed by certain former members of management and other
third parties. The financial statements have been adjusted to reflect the
restatement of related identified transactions. There may also be
unidentified transactions which may have been entered into by certain former
members of management and third parties in a collusive manner. The
financial statements for the year ended June 30, 1994 have been restated to
correct suspected irregularities, identified subsequent to the release of
our previous report dated September 30, 1994. Further revision to the
financial statements may be required if additional irregularities or illegal
acts are identified."
2. "...The representation letter, signed by management at the
conclusion of the audit, asserts that there is nothing of a material nature,
known to management, which if known to the auditors, would require
disclosure or adjustment to the financial statements...certain former
officers owned 75% of a partnership which owned and leased real estate
to an unconsolidated affiliate. Additionally, the Company was pledged as
guarantor of the mortgage which was substantially in excess of the
market value of the real estate. The Company's 30% ownership in the
unconsolidated affiliate, the officers' ownership in the real estate, and
the mortgage guarantee, had all been concealed from us in previous audits.
Amounts advanced to this affiliate, used primarily for carrying costs of the
real estate, were previously represented as a receivable from this entity.
This previously unconsolidated affiliate and the real estate were acquired
by the Company in 1995. Accordingly, prior period financial statements have
been restated to reflect the impairment of this asset to the extent of
amounts previously advanced."
3. "...class action suits have been filed subsequent to June
30, 1995 against the Company, certain former officers and directors, and its
independent auditors. A licensee has also filed suit against the Company for
refund of substantial amounts paid the Company related to license fees.
Other licensees may follow suit to recover amounts previously paid. Company
counsel is unable to predict the ultimate resolution of this litigation or
other related potential claims or their effect on the financial statements."
4. "...certain stock was transferred to street name within
the forty day waiting period required for the Regulation S exemption under
the Securities Act of 1933. This condition may expose the Company to claims
for rescission by purchasers of these securities under applicable securities
laws. If such claims are asserted, they may result in an obligation by the
Company to refund amounts paid in the market to purchase these shares,
creating a very substantial contingent liability to the Company. The
Company does not have the financial resources to refund these amounts."
5. "...substantial amounts of common stock have been sold
pursuant to the provisions of Regulation S of the Securities Act of
1933 at substantial discounts to market. The purpose or nature of the
discounts which exceed a normal discount have not been determined.
Accordingly, the accounting effect of recording these discounts, if their
nature and purpose were determinable, has not been reflected in the financial
statements."
6. "...The financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has
experienced a substantial deterioration of liquidity subsequent to year
end. Additionally, certain former members of management (which had exclusive
relationships with many third party investors, lessees, licensees and
customers) have resigned. The continuing cooperation of this former
management may be needed to affect the collection of amounts due the Company.
The effect on the Company's ability to collect the recorded amounts due the
Company is not determinable. Substantial adjustments and reserves have been
made as of June 30, 1995 giving effect to these matters. Substantial doubt
exists about the Company continuing as a going concern absent the collection of
these amounts due or the infusion of substantial additional capital."
LCCM and new management discussed with Price Waterhouse the items outlined in
paragraphs 1-6 above. Price Waterhouse reached no conclusions on these items.
The decision to engage Price Waterhouse was approved by the Board of Directors
of the Registrant based upon the recommendation of the Audit Committee.
During the fiscal years ended June 30, 1995 and June 30, 1994 and the interim
period through April 29, 1996, there have been no disagreements between the
Registrant and LCCM on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to the satisfaction of LCCM would have caused
them to make reference thereto in their report on the financial statements for
such years.
During the two most recent fiscal years and through April 29, 1996, there have
been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v))
except for the matters discussed previously in modifications and qualifications
paragraphs 1-6.
EXHIBIT
16 - To be filed within 10 days by way of amendment to this form.
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.
WORK RECOVERY, INC.
May 6, 1996 By: /s/ DORCAS R. HARDY
Dorcas R. Hardy, Acting President and
Acting Chief Executive Officer
May 1, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Re: Work Recovery, Inc.
File No. 0-18695
Dear Sir or Madam:
We have read item 4 of the Form 8-K of Work Recovery, Inc. dated
April 29, 1996, and agree with the statements contained therein.
Sincerely,
/s/ LA VOIE, CLARK, CHARVOZ & MAY, P.C.
La Voie, Clark, Charvoz & May, P.C.
