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) September 10, 1998
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PERCON INCORPORATED
Washington 0-26462 91-1486560
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
1800 Millrace Drive, Eugene, Oregon 97403
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(Address of principal executive offices) (Zip Code)
(541) 344-1189
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(Registrant's telephone number, including area code)
1720 Willow Creek Circle, Suite 530, Eugene, Oregon 97402-9171
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(Former name, former address and former fiscal year,
if changed since last report)
This Report consists of four (4) sequentially numbered pages.
Page 1 of 4
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Item 4. Changes in Registrant's Certifying Accountant
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(a) Previous Independent Accountants
(i) On September 10, 1998 Percon Incorporated (the "Company")
dismissed its prior certifying accountants, PricewaterhouseCoopers LLP
("PwC").
(ii) The reports of PwC on the financial statements of the Company for
the past two fiscal years contained no adverse opinion or disclaimers
of opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principle.
(iii) The decision to change accountants was approved by the Company's
Audit Committee of the board of directors and ratified by its entire
board of directors.
(iv) During the two most recent fiscal years and through the date
hereof, there have been no disagreements with PwC 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 PwC would have caused them to make reference
thereto in their report on the financial statements for such years.
(v) The Company does not believe there is any information required to
be reported pursuant to Item 304 (a)(1)(iv)(B) of Regulation S-B
during the two most recent fiscal years and through the date hereof.
The Company has authorized PwC to respond fully to the inquiries
of the Company's successor certifying accountants concerning the
subject matter of each of the circumstances which PwC believes may
give rise to a event reportable pursuant to Item 304(a)(1)(iv)(B) of
Regulation S-B.
(vi) The Company has requested that PwC furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of such letter is
filed as an Exhibit to this Form 8-K.
Page 2 of 4
<PAGE>
(b) New Independent Accountants
(i) The Company engaged KPMG Peat Marwick LLP ("KPMG") as its new
independent accountants as of September 10, 1998. During the two most
recent fiscal years and through the date hereof, the Company has not
consulted with KPMG on items which: (1) were or should have been
subject to SAS 50; or (2) concerned the subject matter of a
disagreement or reportable event with the former auditor (as described
in Regulation S-B Item 304 (a)(2)).
Item 7. Financial Statement and Exhibits
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(c) Exhibits
16. Letter from PriceWaterhouseCoopers LLP re change in certifying
accountant.
Page 3 of 4
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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.
Dated: September 17, 1998
PERCON INCORPORATED
By JASON DAVIS
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Jason Davis
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Page 4 of 4
September 15, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Percon Incorporated (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report for the month of September, 1998. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
PRICEWATERHOUSECOOPERS LLP
