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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 18, 1996
Date of Report
(Date of earliest event reported)
SUBMICRON SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of other jurisdiction of incorporation)
0-91507 13-3607944
(Commission File Number) (I.R.S. Employer Identification No.)
6620 Grant Way
Allentown, PA 18106
(Address of principal executive offices) (Zip Code)
(610) 391-9200
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a)(1)
(i) On December 18, 1996, SubMicron Systems Corporation (the
"Company") and Arthur Andersen LLP ("Andersen"), its
independent public accountants, mutually agreed to
terminate their relationship. Andersen has previously
audited the Company's financial statements for the years
ended December 31, 1995 and 1994.
(ii) The report of Andersen on the Company's consolidated
financial statements for the years ended December 31,
1995 and 1994, did not contain an adverse opinion or a
disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principles.
(iii) The mutual decision of the Company and Andersen to
terminate the relationship with Andersen as the
Company's independent public accountants was approved by
the Audit Committee of the Company's Board of Directors
and unanimously approved by the Board of Directors.
(iv) (A) During the audit of the 1995 consolidated
financial statements of the Company there was a
matter of discussion and disagreement which, if
not resolved to the satisfaction of Andersen,
would have caused it to make reference to the
subject matter in its report. Such matter
concerned the recognition of revenue on certain
"bill and hold" transactions with customers,
including the original reporting of certain
revenues in the 1995 third quarter. This matter
was resolved to the satisfaction of Andersen
and the 1995 third quarter financial statements
were restated for this matter.
(B) Management of the Company,including the Chairman
and Chief Executive Officer and the Chief
Financial Officer discussed this matter with
Andersen. The Audit committee of the Board of
Directors also discussed this matter with
Andersen.
(C) The Company has authorized Andersen to respond
fully to the inquiries of any successor
accountant concerning the subject matter of its
disagreement with Andersen.
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(a)(2)
On December 18, 1996, the Company determined to engage Ernst & Young
LLP ("Ernst & Young") as its new independent accountant to audit its
consolidated financial statements for the fiscal year ending December 31, 1996.
Prior to determining to engage Ernst & Young, the Company had not consulted
Ernst & Young on any accounting matters during the two most recent fiscal
years or any subsequent interim period.
(a)(3)
The Company has requested Arthur Andersen to furnish it a letter
addressed to the Commission stating whether it agrees with the above statements.
A copy of that letter is filed as an Exhibit to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) EXHIBITS
16.1 Letter from Arthur Andersen LLP to the Company dated December
24, 1996.
16.2 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated December 24, 1996.
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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.
Date: December 24, 1996 SUBMICRON SYSTEMS CORPORATION
/s/ R. G. Holmes
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R. G. Holmes
Chief Financial Officer
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December 24, 1996
Mr. Dale Holmes
Chief Financial Officer
SubMicron Systems Corporation
6620 Grant Way
Allentown, Pennsylvania 18106
Dear Mr. Holmes:
This is to confirm that the client-auditor relationship between SubMicron
Systems Corporation (Commission File Number 0-19507) and Arthur Andersen LLP
has ceased.
Very truly yours,
ARTHUR ANDERSEN LLP
MB
Copy to: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
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[SUBMICRON SYSTEMS CORPORATION LETTERHEAD]
December 24, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
We have read Item 4(a)(1)(i)(ii) and (iv)(A)(B) and (C) included in the Form 8-K
dated December 18, 1996 of SubMicron Systems Corporation filed with the
Securities and Exchange Commission on December 24, 1996 and are in agreement
with the statement contained therein, except that we have no knowledge of any
decisions made or actions taken by the Company subsequent to our termination as
auditors on December 18, 1996.
Very truly yours,
ARTHUR ANDERSEN LLP
