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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) January 16, 1997
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URETHANE TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 1-11600 33-0126369
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
212 West Taft, Orange, California 92866
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (714) 921-2300
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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1. (i) The Registrant's former independent accountant, Arthur
Andersen LLP, was dismissed from that capacity on January 16, 1997 pursuant
to action recommended and approved by the Registrant's board of directors.
(ii) The report by Arthur Andersen LLP on the financial statements
of the Registrant for fiscal years ended December 31, 1995 and 1994 did not
contain any adverse opinion or disclaimer of opinion and was not qualified as to
audit scope or accounting principles.
(iii) During the Registrant's fiscal year ended December 31, 1995
there were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure. In August 1996, Arthur Andersen LLP informed the Company
that the recognition in results of operations of $420,040 of rebates
(approximately $200,000 each from two vendors) in the second quarter of 1996 was
not appropriate because the rebates were contingent upon future purchases. The
Company contacted these two vendors during the third quarter of 1996 to request
the removal of the future purchases aspect of the agreements. One vendor agreed
with this request. The other vendor did not act on the Company's request; as a
result, in the third quarter the Company reversed the portion of the rebate
previously recognized in operations which related to this vendor.
The Company's Board of Directors did not discuss the disagreement
with Arthur Andersen LLP. A meeting of the Company's Audit Committee had been
scheduled for October, 1996, but such meeting was cancelled due to the
previously announced resignations of the Company's outside directors. Arthur
Andersen LLP has informed the Company that it believes that the Company's second
quarter income statement may require restatement, depending on relative
materiality, to properly eliminate the impact of the above-mentioned rebates.
If the second quarter income statement is restated, then the charge taken in the
third quarter would be reversed. The Company has authorized Arthur Andersen LLP
to respond fully to inquiries from its successor accountant concerning the
subject matter of such disagreement. This adjustment, if made, would not affect
the nine month income statement for the period ended September 30, 1996. There
were no other disagreements with the former accountants on any matter of
accounting principles or practices, financial statement disclosure, or audit
scope or procedure during the Registrant's fiscal year ended December 31, 1996
and the interim period ended January 16, 1997.
The Registrant has requested the former accountant to furnish the
Registrant with a letter addressed to the Commission stating whether the former
accountant agrees with the statements made by Registrant in Item 4 hereof, and,
if not, stating the respect in which the former accountant does not agree.
2. The Registrant engaged BDO Seidman LLP as its new independent
accountant on January 16, 1997. Registrant did not consult with BDO Seidman LLP
or any other accounting firm regarding the application of accounting principles
to a specified transaction, either contemplated or proposed, or the type of
opinion that might be rendered regarding Registrant's financial statements, nor
did Registrant consult with BDO Seidman LLP with respect to any accounting
disagreement or any reportable event at any time prior to the appointment of
such firm.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits
16.1 Letter from Arthur Andersen LLP, former principal
accountant for the Registrant.
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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 thereunto duly authorized.
Dated: January 22, 1997 URETHANE TECHNOLOGIES, INC.
By: /s/ JAMES B. FRAKES
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James B. Frakes
Chief Financial Officer
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EXHIBIT 16.1
[ARTHUR ANDERSEN LETTERHEAD]
January 22, 1997 --------------------------
Arthur Andersen LLP
Chief Accountant --------------------------
Securities and Exchange Commission 633 West Fifth Street
450 Fifth Street N.W. Los Angeles, CA 90071-2008
Washington, D.C. 20549 213 614 6500
Dear Sir:
We have read item 4 included in the attached Form 8-K dated January 22, 1997 of
Urethane Technologies, Inc. filed with the Securities and Exchange Commission
and are in agreement with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
By /s/ RICHARD CORGEL
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Richard Corgel
CDK
