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: MARCH 24, 2000
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(Date of earliest event reported)
ADVANCED PHOTONIX, INC.
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(Exact Name of Registrant as specified in its Charter)
DELAWARE 1-11056 33-00325826
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(State or other jurisdiction (Commission (IRS Employer
incorporation) File Number) Identification No.)
1240 AVENIDA ACASO, CAMARILLO, CALIFORNIA 93012
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(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number,
including area code: (805) 987-0146
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
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(a) Previous Independent Accountants
(i) On March 24, 2000, the Board of Directors of Advanced
Photonix, Inc. (the "Registrant") decided to change independent accountants for
the fiscal year beginning March 29, 1999 and ending March 26, 2000 and thereby
dismissed Arthur Andersen LLP.
(ii) The reports of Arthur Andersen LLP on the Registrant's
financial statements for the past two years ended March 28, 1999 and March 29,
1998 contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principle.
(iii) In connection with its audits for the two most recent
fiscal years and through March 24, 2000, there have been no disagreements with
Arthur Andersen 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 Arthur Andersen LLP, would
have caused them to make reference thereto in their report on the financial
statements for such years.
(iv) During the registrant's two most recent fiscal years and
the subsequent interim period, there were no reportable events in accordance
with Item 304 (a)(1)(v) (A)-(D) of Regulation S-K.
(v) The Registrant delivered a copy of this Form 8-K report to
Arthur Andersen LLP on March 24, 2000. Concurrently therewith, the Registrant
requested that Arthur Andersen LLP furnish it with a letter addressed to the
Securities and Exchange Commission (the "SEC") stating whether or not it agrees
with the above statements. Attached hereto as Exhibit 16 is a copy of the letter
of Arthur Andersen LLP to the SEC dated March 28, 2000.
(b) New Independent Accountants
(i) The Board of Directors of the Registrant has approved the
engagement of Farber & Hass LLP as its new independent accountants for the
fiscal year ending March 26, 2000. During the two most recent fiscal years and
through March 26, 2000, the Registrant has not consulted with Farber & Hass LLP
on items which concerned the subject matter of a disagreement or reportable
event with the former auditor (as described in Regulation S-K Item 304 (a) (2)).
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated March 28, 2000.
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SIGNATURE
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.
ADVANCED PHOTONIX, INC.
By: /s/ Brock Koren
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Name: Brock Koren
Title: President and Chief
Executive Officer
Date: March 28, 2000
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<PAGE>
EXHIBIT INDEX
16.1 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated March 28, 2000. 5
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EXHIBIT 16.1 TO FORM 8-K
March 28, 2000
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K dated March 28, 2000 of
Advanced Photonix, Inc. to be filed with the Securities and Exchange Commission
and are in agreement with the statements contained therein.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
sms
Copy to:
Mr. Brock Koren, President and Chief Executive Officer, Advanced Photonix, Inc.
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