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): MAY 14, 1996
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FOCUS ENHANCEMENTS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11860 04-3186320
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
800 WEST CUMMINGS PARK, SUITE 4500, WOBURN, MASSACHUSETTS 01801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including Area Code: (617) 938-8088
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
Total number of pages: 4
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective May 14, 1996, Coopers & Lybrand L.L.P. resigned as the
independent accountants of FOCUS Enhancements, Inc. (the "Registrant").
The report of Coopers & Lybrand L.L.P. on the Registrant's financial
statements for the years ended December 31, 1994 and 1995 included an
explanatory paragraph regarding the Registrant's ability to continue as a going
concern. The foregoing notwithstanding, the report of Coopers & Lybrand L.L.P.
did not contain any other adverse opinion, a disclaimer of opinion or
qualification as to uncertainty, audit scope or accounting principles.
In connection with the audits of the Registrant's financial statements
for the years ended December 31, 1994 and 1995, there were no disagreements
between the Registrant and Coopers & Lybrand L.L.P. relative to accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of Coopers & Lybrand
L.L.P., would have caused Coopers & Lybrand L.L.P. to make reference to the
matter in its report.
The Registrant has not to date engaged an independent accounting firm
to perform the audit for the year ending December 31, 1996, although it is
currently in discussions with other accounting firms and expects to engage a new
firm by June 30, 1996.
ITEM 5. OTHER EVENTS
Not Applicable
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of business acquired -- none.
(b) Pro forma financial information -- none.
(c) Exhibits
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The following exhibits are filed herewith:
Exhibit No.
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16a. Letter from Coopers & Lybrand L.L.P. to Registrant
*16b. Letter from Coopers & Lybrand L.L.P. to the Commission
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*To be filed by amendment.
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SIGNATURES
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.
FOCUS ENHANCEMENTS, INC.
By: /s/ Thomas L. Massie
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Thomas L. Massie
President
Date: May 21, 1996
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[LETTERHEAD OF COOPERS & LYBRAND]
May 14, 1996
Mr. Jeremiah J. Cole, Jr.
Vice President of Finance and Administration
FOCUS Enhancements, Inc.
800 West Cummings Park - Suite 4500
Woburn, MA 01801
Dear Mr. Cole:
This is to confirm that the client-auditor relationship between FOCUS
Enhancements, Inc. (Commission File Number 1-11860) and Coopers & Lybrand L.L.P.
has ceased.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International,
a limited liability association incorporated in Switzerland.
