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): July 6, 1998
BPI Packaging Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-10648 04-2997486
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
455 Somerset Avenue, Dighton, Massachusetts 02764
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 824-8636
(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
(a) By letter dated July 6, 1998, PricewaterhouseCoopers LLP resigned
as the independent accountants of BPI Packaging Technologies, Inc. (the
"Registrant").
The reports of PricewaterhouseCoopers LLP on the Registrant's financial
statements for the 10 month period ended December 31, 1997 and the years ended
February 28, 1997 and February 23, 1996 included an explanatory paragraph
regarding the Registrant's ability to continue as a going concern. The foregoing
notwithstanding, the reports of PricewaterhouseCoopers LLP did not contain any
other adverse opinion, a disclaimer of opinion or qualification or modification
as to uncertainty, audit scope or accounting principles.
In connection with the audits of the Registrant's financial statements
for the 10 month period ended December 31, 1997 and the years ended February 28,
1997 and February 23, 1996, and during the subsequent interim period through
July 6, 1998, there were no disagreements between the Registrant and
PricewaterhouseCoopers LLP relative to accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused
PricewaterhouseCoopers LLP to make reference to the matter in its reports on the
financial statements for such periods. None of the reportable events listed in
Item 304(a)(1)(iv)(B) of Regulation S-K occurred with respect to the Registrant
during the 10 month period ended December 31, 1997 and the years ended February
28, 1997 and February 23, 1996 and the subsequent interim period preceding the
resignation of PricewaterhouseCoopers LLP.
(b) The Registrant has not to date engaged an independent accounting
firm to perform the audit for the year ending December 31, 1998.
Item 5. Other Events
On July 7, 1998, the Registrant announced that Dennis N. Caulfield had
resigned as an officer and director of the Registrant. The Registrant also
announced that effective immediately, it would no longer fund the operations of
its two subsidiaries, RC America, Inc. and Market Media, Inc. Lastly, the
Registrant announced that it had begun a search for a highly-qualified and
well-experienced plastics executive to replace Mr. Caulfield.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
The following exhibits are filed herewith:
Exhibit No.
16. Letter from PricewaterhouseCoopers LLP to the Securities and
Exchange Commission
99. Press Release of Registrant issued July 7, 1998
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BPI PACKAGING TECHNOLOGIES, INC.
By: /s/ C. Jill Beresford
C. Jill Beresford
Chairman and Chief Executive Officer
Date: July 13, 1998
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July 13, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
BPI Packaging Technologies, Inc.
We have read Item 4 of BPI Packaging Technologies, Inc. Form 8-K dated July 6,
1998 and are in agreement with the statements contained in paragraph 4(a)
therein.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Tuesday July 7
Company Press Release
BPI Packaging Technologies, Inc. Board of Directors
Announces Business and Management Changes
N. DIGHTON, Mass.--July 7, 1998--BPI Packaging Technologies, Inc. ("the
Company") (NASDAQ/NMS:BPIE - Common Stock), Board of Directors today announced
that Dennis N. Caulfield has resigned as an Officer and Director of the Company.
C. Jill Beresford has been elected by the Board of Directors to be the Company's
interim Chairman and Chief Executive Officer.
The Board also announced that, effective immediately, the Company will no longer
fund the operations of either RC America, Inc. or Market Media, Inc.
The Board's decisions have already resulted in cost savings to the Company of
approximately $750K annually. It is the Board's intention to further reduce SG&A
significantly.
Jill Beresford stated, "It is my intention to get this Company focused on its
core competencies and to operate on an extremely efficient basis.
"Additionally, the Company has begun a search for a highly qualified and
well-experienced plastics executive who will maximize shareholder value by
focusing on the Company's niche-products at excellent value to our customers."
BPI Packaging Technologies, Inc., is a leading manufacturer of proprietary thin,
clear film for tissue and bundle overwrap, proprietary plastic carryout bags
sold to convenience stores and produce departments of supermarkets and
proprietary in-store advertising and promotion products.
Certain statements contained in this press release are not based on historical
facts, but are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, that are based upon a number of
assumptions concerning future conditions that may ultimately prove to be
inaccurate. Actual events and results may materially differ from anticipated
results described in such statements.
