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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
August 11, 1997
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Date of Report (Date of earliest event reported)
M-Wave, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 33-45499 36-3809819
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
216 Evergreen Street, Bensenville, Illinois 60106
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(Address of principal executive offices) (Zip Code)
(630) 860-9542
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(Registrant's telephone number)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous Independent Accountants.
(i) On August 11, 1997, M-Wave, Inc. dismissed
Deloitte & Touche LLP as its independent accountants.
(ii) The reports of Deloitte & Touche LLP on the
financial statements for the past two fiscal years contained
no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principle.
(iii) The Registrant's Audit Committee and Board of
Directors participated in and approved the decision to change
independent accountants.
(iv) In connection with its audits for the two most
recent fiscal years and through August 11, 1997, there have
been no disagreements with Deloitte & Touche LLP 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 Deloitte
& Touche LLP would have caused them to make reference
thereto in their report on the financial statements for such
years.
(v) During the two most recent fiscal years and
through August 11, 1997, there have been no reportable events
(as defined in Regulations S-K Item 304(a)(1)(v)).
(vi) The Registrant has requested that Deloitte &
Touche LLP furnish it with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A
copy of such letter, dated August 14, 1997, is filed as
Exhibit 16 to this Form 8-K.
(b) New Independent Accountants.
(i) The Registrant engaged Grant Thornton LLP as its
new independent accountants as of August 14, 1997. During the
two most recent fiscal years and through August 14, 1997, the
Registrant has not consulted with Grant Thorton L.L.P.
regarding either (i) the application of accounting principles
to a specified transaction, either completed or proposed, or
the type of audit opinion that might be rendered on the
Registrant's financial statements, and no written report or
oral advice was provided to the Registrant by Grant Thornton
LLP demonstrating Grant Thornton LLP's conclusions with
respect to any such issue that was an important factor
considered by the Registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or
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(ii) any matter that was either the subject of a disagreement,
as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions to Item 304 of Regulation
S-K, or a reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits
16 Letter from Deloitte & Touche LLP to the Securities and
Exchange Commission Regarding Change in Certifying Accountant.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 14, 1997
M-WAVE, INC.
By: /s/ Paul H. Schmitt
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Name: Paul H. Schmitt
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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16 Letter from Deloitte & Touche LLP to the
Securities and Exchange Commission Regarding
Change in Certifying Accountant
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Exhibit 16
LETTERHEAD OF DELOITTE & TOUCHE LLP
August 14, 1997
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with comments in Item 4(a) of Form 8-K of M-Wave,
Inc., dated August 11, 1997. However, we have no basis to comment upon the
statement in Item 4(a)(iii) of Item 4 nor the statements in Item 4(b).
Yours truly,
/s/ Deloitte & Touche LLP
