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): September 25, 1998
Electro-Optical Systems Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-28948 75-2254748
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or Number) Identification Number)
organization)
36 Nason Street
Maynard, MA 01754
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (978) 461-1773
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FORM 8-K
September 18, 1998
ITEM PAGE
Item 4. Changes in Registrant's Certifying Accountant 1
Item 5. Other Events 1
Item 7. Financial Statements and Exhibits 2
Signatures 3
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective September 18, 1998, Arthur Andersen, LLP ("AA") resigned as
the Registrant's independent auditors.
AA's reports on the financial statements for the Registrant's fiscal
years ended December 31, 1996 and the year ended December 1995 included an
explanatory paragraph regarding the Registrant's ability to continue as a going
concern. AA did not complete its audit of the Registrant's financial statements
for the fiscal year ended December 31, 1997. The foregoing notwithstanding, the
reports of AA did not contain an adverse opinion or a disclaimer of opinion, and
were not modified as to audit scope or accounting principles. There were no
disagreements between the Registrant and AA during Fiscal 1995, Fiscal 1996 and
the subsequent periods 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 AA, would have caused AA
to make reference to the subject matter of the disagreements in connection with
its reports.
Attached hereto as Exhibit 16.1 is a letter from AA confirming that
such firm agrees with the statements herein that relate to AA.
The Registrant is in the process of searching for a new independent
public accountant. However, the Registrant presently has no capital, no
operations and no source of additional financing. As such, the Registrant does
not believe it will be able to hire a new independent auditor until it secures
financing, which the Company believes is extremely doubtful.
ITEM 5. OTHER EVENTS
A class action lawsuit, case number 98CIV.6403, Alan Fellman, et al.,
on behalf of himself and all others situated vs. Electro Optical Systems, Corp.,
Charles Weaver, et al in September 10, 1998 by shareholders who purchased
Electro-Optical stock from December 18, 1997 to March 27, 1998 inclusive, and
who are claiming damage in the United States District Court, Southern District
of New York. The Registrant presently has no capital, no operations and no
source of additional financing. Nonetheless, the Registrant intends to defend
its position, however, given its present financial situation, the Registrants
ability to defend against this action will be extremely limited.
As already reported, the Securities and Exchange Commission filed a
civil action against the Company on March 13, 1998.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
16.1 Letter to the Securities and Exchange Commission from Arthur Andersen, LLP.
* * * *
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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.
ELECTRO-OPTICAL SYSTEMS CORPORATION
By: /s/Charles Weaver
Charles Weaver
Dated: September 25, 1998
September 25, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 included in the Form 8-K dated September 25, 1998 of
Electro-Optical Systems Corp. and are in agreement with the statements
contained therein.
Very truly yours,
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
TSP
Copy to:
Mr. Charles Weaver
President and Chief Executive Officer
Electro-Optical Systems Corp.
