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OMB APPROVAL
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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) August 27, 1999
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Special Devices, Incorporated
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Delaware 0-19330 95-3008754
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14370 White Sage Road, Moorpark, California 93021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 553-1200
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(Former name and former address, if changed since last report.)
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 873 (1/99) 1 OF 6
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 27, 1999, Special Devices, Incorporated (the "Company")
dismissed KPMG LLP as its independent accountants and appointed
PricewaterhouseCoopers LLP as auditors for the Company as of August 27, 1999.
The Audit Committee of the Company's Board of Directors recommended the change
in independent accountants and the change was approved by the Board of
Directors.
KPMG LLP's reports on the financial statements for the two most recent
fiscal years ended October 31, 1997 and 1998, did not contain an adverse
opinion, disclaimer of opinion, or qualification or modification as to audit
scope or accounting principles. Furthermore, during the two most recent fiscal
years and through August 27, 1999, there have been no disagreements with KPMG
LLP on any matter of accounting principles or practices, financial statement
disclosure or auditing scope and procedures, which disagreements, if not
resolved to the satisfaction of KPMG LLP, would have caused that firm to make
reference to the subject matter of such disagreements in connection with their
reports.
The Company has requested KPMG LLP to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of such letter, dated September 2, 1999, is
filed as Exhibit 16.1 to this Form 8-K.
ITEM 7. EXHIBITS
Exhibit Number and Description
16.1 Letter from KPMG LLP to the Securities and Exchange Commission
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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 hereunto duly authorized.
Special Devices, Incorporated
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(Registrant)
Date September 2, 1999 /s/ Joseph A. Stroud, EVP & CFO
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*Print name and title of the signing officer under this signature
SEC 873 5 of 5
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EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter from KPMG LLP to the Securities and Exchange Commission
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EXHIBIT 16.1
Securities and Exchange Commission
Washington, D.C. 20549
September 2, 1999
Ladies and Gentlemen:
We were previously principal accountants for Special Devices, Inc. (the Company)
and under the date of December 9, 1998, we reported on the consolidated
financial statements of Special Devices, Inc. and subsidiaries as of and for the
years ended October 31, 1998 and 1997. On August 30, 1999 our appointment as
principal accountants was terminated. We have read Special Devices, Inc.'s
statements included under Item 4 of its Form 8-K dated August 27, 1999 and we
agree with such statements, except that we are not in a position to agree or
disagree with the Company's statements that the change was recommended by the
Company's Audit Committee and approved by the Company's Board of Directors or
PricewaterhouseCoopers LLP was appointed as auditors for the Company as of
August 27, 1999.
Very truly yours,
/s/ KPMG LLP
