COMPANY DATA:
COMPANY CONFORMED NAME: IMAGE TECHNOLOGY, INC.
CENTRAL INDEX KEY: 0000847394
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 760265438
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 033-27627
FILM NUMBER: 97588106
BUSINESS ADDRESS:
STREET 1: 5172-G BROOK HOLLOW PARKWAY
CITY: NORCROSS
STATE: GA
ZIP: 30071
BUSINESS PHONE: 7704168848
MAIL ADDRESS:
STREET 1: 5172-G BROOK HOLLOW PARKWAY
CITY: NORCROSS
STATE: GA
ZIP: 30071
UNITED STATES 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 Report (Date of earliest event reported) MAY 9, 1997
3D IMAGE TECHNOLOGY, INC.
-------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-27627 76-0265438
- --------------- ------------ ----------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
5172-G Brook Hollow Parkway, Norcross, Georgia 30071
------------------------------------------------------------- -------
(Address of Principal Executive Offices) (Zip Code)
(770) 416-8848
-------------------
Registrant's telephone number, including area code
(Former Name or Former Address, If Changed Since Last Report)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 9, 1997, Ernst & Young LLP ("Ernst & Young") resigned as auditors of
the Company.The report of Ernst & Young on the Company's financial
statements for the year ended December 31, 1996 stated that the Company's
financial statements had been prepared assuming that the Company
would continue as a going concern, but contained an uncertainty
paragraph stating that there was substantial doubt about the Company's
ability to continue as a going concern based upon the deficiency in
working capital and recurring operating losses, without any
committed sources of equity capital.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended December 31, 1996, and in the subsequent
interim period, there were no disagreements between Ernst & Young and the
Registrant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures which,
if not resolved to the satisfaction of Ernst & Young would have caused Ernst
& Young to make reference to the matter in their report.
Ernst & Young issued a material weakness letter to the Company for the year
ended December 31, 1996 due to internal control deficiencies in the
following areas: recording of accounts payable, assessing the allowance for
doubtful accounts, and ensuring proper sales cut-offs.
The Company has requested Ernst & Young to furnish a letter addressed to the
Commission stating whether it agrees with the above statements.
A copy of that letter dated May 9, 1997 is filed as Exhibit 1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Exhibits.
Exhibit No. Description of Exhibit
1 Letter from Ernst & Young LLP to the
Securities and Exchange Commission
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.
3D Image Technology, Inc.
--------------------------------
(Registrant)
Date: May 9, 1997 /s/ALLEN LO
--------------------
ALLEN LO
Chairman and Chief Executive
Officer
Date: May 9, 1997 /s/ SUNNY IP
--------------------
SUNNY IP
Director and Treasurer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1 Letter from Ernst & Young LLP to the
Securities and Exchange Commission
ERNST &
YOUNG
Ernst & Young LLP
Suite 2800
600 Peachtree Street, N.E.
Atlanta, GA 30308-2215
404 874-8300<PAGE>
May 9, 1997
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
We have read Item 4 included in the attached Form 8-K dated May 9, 1997 of
3D Image Technology, Inc. to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.
Very truly yours,
/s/ Ernst & Young LLP
Copy to: Mr. Allen Lo, 3D Image Technology, Inc.
