SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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 15, 1996
BATTERY ONE, INC.
(Exact name of registrant as specified in its charter)
PROVINCE OF ALBERTA, CANADA 0-18163 34-1723067
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7850 WOODBINE AVENUE, SUITE 201, MARKHAM, ONTARIO, CANADA L3R 0B9
(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code (905) 479-5683
NOT APPLICABLE
(Former name or former address, if changed since last report)
Exhibit index on consecutive page 3 Page 1 of 4 pages
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
By written acknowledgment dated April 15, 1996, Price Waterhouse
LLP advised the registrant of its determination that it was no
longer in a position to continue its audit engagement. The
resignation arose out of circumstances surrounding the relocation
of registrant's executive offices from the United States to
Toronto, Canada, and the related application of that accounting
firm's governing corporate policies in such circumstances. The
report of Price Waterhouse LLP on the financial statements for
each of the last two fiscal years contained an explanatory
paragraph regarding the registrant's ability to continue as a
going concern. The resignation of Price Waterhouse LLP was
approved by the registrant's Audit Committee and Board of
Directors on April 16, 1996. During the registrant's two most
recent fiscal years and the subsequent interim period preceding
the resignation, there were no disagreements with Price
Waterhouse LLP 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 Price Waterhouse LLP, would have caused it to
make reference to the subject matter of the disagreements in
connection with its report.
On April 16, 1996, the registrant's Audit Committee and Board of
Directors approved the engagement of BDO Dunwoody, Chartered
Accountants, of Toronto, Canada, to audit the registrant's
financial statements. During the registrant's two most recent
fiscal years and the subsequent interim period preceding the
engagement of this firm, the registrant did not consult this firm
regarding any of the matters identified in Item 304(a)(2) of
Regulation S-K.
2
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ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits
REGULATION CONSECUTIVE
S-K NUMBER EXHIBIT PAGE NUMBER
16 Letter re change in certifying accountant 4
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
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.
BATTERY ONE, INC.
Date: May 17, 1996 By:/S/ R. BRUCE FREEMAN
--------------------
R. Bruce Freeman
Vice Chairman and Chief
Financial Officer
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[Price Waterhouse LLP letterhead]
April 28, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4 of Battery One, Inc.'s Form 8-K dated April 15, 1996 and are
in agreement with the statements contained therein.
Yours very truly,
/s/ Price Waterhouse LLP
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