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As filed with the Securities and Exchange Commission on September 29, 2000.
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): SEPTEMBER 22, 2000
ECO SOIL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
NEBRASKA 0-21975 47-0709577
(State or other (Commission I.R.S. Employer
jurisdiction File Number) Identification No.)
or incorporation)
10740 THORNMINT ROAD, SAN DIEGO, CALIFORNIA 92127
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (858) 675-1660
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This Current Report on Form 8-K is filed by Eco Soil Systems, Inc., a
Nebraska corporation (the "Company"), in connection with the matters described
herein.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective September 22, 2000, the Company dismissed, and therefore terminated
its client-auditor relationship with, Ernst & Young LLP ("E&Y") and engaged
McGladrey & Pullen, LLP ("M&P") to be its principal accountant and to audit its
financial statements for the year ended December 31, 2000.
E&Y issued an unqualified opinion on the Company's consolidated financial
statements as of and for the year ended December 31, 1998, and added a matter
of emphasis to their opinion on the Company's consolidated financial statements
as of and for the year ended December 31, 1999. E&Y added a matter of emphasis
to their opinion as of and for the year ended December 31, 1999 by including a
going concern modification because the Company had recurring losses, a working
capital deficiency and had violated debt covenants. Other than the going
concern modification in the opinion as of and for the year ended December 31,
1999, no E&Y report on the Company's financial statements for the past two
years contains any adverse opinion or disclaimer of opinion, or was modified as
to uncertainty, audit scope, or accounting principles.
The decision to change accountants was recommended by the Audit Committee and
approved by the Board of Directors of the Company.
During the fiscal years ended December 31, 1998 and 1999 and subsequent interim
periods, there were no disagreements with E&Y on any matter of accounting
principles or practices, financial statement disclosures or auditing scope or
procedure, and there were no reportable events.
A letter from E&Y stating their agreement with the statements made herein is
filed as Exhibit 16.1 to this Form 8-K.
The Company consulted M&P during fiscal year 1999 to perform the following
service:
The Company engaged M&P in January 1999 to perform agreed upon procedures
in regards to the valuation of inventory for Yuma Sprinkler and Pipe
Supply as of May 31, 1998. The agreed upon procedures restricted use
report was issued on February 12, 1999. E&Y was informed that M&P was
engaged to perform this service. However, E&Y did not review this report
since it was not utilized to record an accounting adjustment.
Except for the instance noted above, the Company did not consult with M&P
during the fiscal years ended December 31, 1999 and 1998 and subsequent interim
periods.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed with this report.
Exhibit No. Description
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16.1 Letter from Ernst & Young LLP stating its concurrence with the
Company's statement regarding change of accountants.
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, thereunto duly authorized.
Eco Soil Systems, Inc.
Date: September 28, 2000 /s/ DENNIS N. SENTZ
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Dennis N. Sentz
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter from Ernst & Young LLP stating its concurrence with the
Company's statement regarding change of accountants.
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