CUMBERLAND TECHNOLOGIES INC
8-K/A, 1999-11-24
FIRE, MARINE & CASUALTY INSURANCE
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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): November 8, 1999

                          CUMBERLAND TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

                                     FLORIDA
                 (State or other jurisdiction of incorporation)

                  0-19727                              59-3094503
            (Commission File No.)            (I.R.S.Employer Identification No.)

                4311 West Waters Avenue, Suite 501 Tampa, Florida
                     (Address of Principal Executive Office)

                                      33614
                                   (Zip code)

                                 (813) 885-2112
              (Registrant's Telephone Number, Including Area Code)

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

      At a meeting  held on  November  8, 1999,  the Board of  Directors  of the
      Company  approved the engagement of Giunta,  Ferlita & Walsh,  P.A. as its
      independent  auditors  for the fiscal  year  ending  December  31, 1999 to
      replace the firm of Ernst & Young LLP,  who were  dismissed as auditors of
      the Company  effective  November 9, 1999. The reports of Ernst & Young LLP
      on the Company's  financial  statements  for the past two fiscal years did
      not  contain an adverse  opinion or a  disclaimer  of opinion and were not
      qualified  or modified  as to  uncertainty,  audit  scope,  or  accounting
      principles.  In  connection  with the  audits of the  Company's  financial
      statements  for each of the two fiscal  years ended  December 31, 1998 and
      1997, and in the subsequent interim period through November 8, 1999, there
      were no disagreements  with Ernst & Young LLP on any matters of accounting
      principles or practices, financial statement disclosure, or auditing scope
      and  procedures  which,  if not resolved to the  satisfaction  of Ernst of
      Young LLP would have  caused  Ernst & Young LLP to make  reference  to the
      matter in their  report.  The Company has  requested  Ernst & Young LLP to
      furnish it a letter addressed to the Commission  stating whether it agrees
      with the above  statements.  A copy of that letter dated November 23, 1999
      is filed as Exhbit 16 to this Form 8-K.


<PAGE>


                                   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,  thereunto duly authorized, in Tampa, State of Florida, on November
24, 1999.

                                         CUMBERLAND TECHNOLOGIES, INC.

Date:  November 24, 1999                 By:  /s/:  Joseph M. Williams
                                         -----------------------------
                                         Joseph M. Williams
                                         President and Chief Executive Officer

Date:  November 24, 1999                 By:  /s/  Carol S. Black
                                         ------------------------
                                         Carol S. Black
                                         Secretary and Chief Financial Officer



November 23, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentlemen:

We have  read  Item 4 of Form  8-K,  dated  November  23,  1999,  of  Cumberland
Technologies,  Inc. (File No.  0-19727) and are in agreement with the statements
contained in the second and third  sentences of the paragraph on page 1 therein.
We have no basis to agree or disagree with other  statements  of the  registrant
contained therein.


                                        BY:  /S/:  ERNST & YOUNG LLP
                                        ----------------------------

Copy to Cumberland Technologies, Inc.



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