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
OCTOBER 28, 1997
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
PRECISION SYSTEMS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-20068 41-1425909
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(STATE OR OTHER JURIS. (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
11800 30TH COURT NORTH
ST. PETERSBURG, FLORIDA 33716
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(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES
(813) 572-9300
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(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
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ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On October 28,1997, Precision Systems, Inc. (the "Company") retained
the services of Coopers and Lybrand L.L.P. ("C&L") to serve as its auditors for
the fiscal year ending December 31, 1997, and dismissed the accounting firm of
Deloitte & Touche L.L.P. ("D&T") who was engaged as the Company's principal
auditors since the Company became publicly traded in 1992. The appointment of
C&L was approved by the Audit and Finance Committee of the Board of Directors on
October 28, 1997.
The decision to dismiss D&T and engage new auditors follows the
Company's acquisition of its wholly owned subsidiary, Vicorp N.V. ("Vicorp") on
April 16, 1996. D&T did not audit the consolidated financial statements of
Vicorp, which statements reflected total assets constituting 33 percent and 41
percent, respectively, of consolidated total assets as of December 31, 1996 and
August 31, 1996 and total revenues constituting 80 percent and 42 percent,
respectively, of consolidated total revenues for the four month transition
period ended December 31, 1996 and for the year ended August 31, 1996. The
financial statements of Vicorp were audited by C&L. D&T's reports on the
Company's consolidated financial statements for the four month transition period
ended December 31, 1996 and for the two most recent fiscal years ended August
31, 1996 and August 31, 1995, in so far as they relate to amounts included for
Vicorp, were based solely on the reports of C&L. The reports contained no
adverse opinion or disclaimer of opinion, and were not qualified or modified as
to uncertainty, audit scope or accounting principles. D&T was satisfied that it
was qualified to act as the Company's principal auditor with reliance on the
consolidated reporting packages of Vicorp audited by C&L. However, the Company
believes it to be more economical to engage one firm to audit its consolidated
financial statements including the statements of all of its subsidiaries
During the Company's four month transition period ended December 31,
1996, the two most recent fiscal years ended August 31, 1996 and August 31,
1995, and the subsequent interim period through October 28, 1997, there were no
disagreements with D&T on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedure which if not
resolved to the satisfaction of D&T would have caused them to make reference to
the matter in their report on the Company's financial statements for such
periods.
During the Company's four month transition period ended December 31,
1996, the two most recent fiscal years ended August 31, 1996 and August 31,
1995, and the subsequent interim period through October 28, 1997, D&T has not
advised the Company as to the presence of any reportable event described in Item
304 (a) (1) (v) of Regulation S-K.
D&T has furnished the Company with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the above statements. The
original letter was sent directly to the Securities Exchange Commission. A copy
of that letter dated October 31, 1997 is filed as Exhibit 16-1. Also attached as
Exhibit 16-2, with an original mailed directly to the Securities and Exchange
Commission, is a letter to the Company from D&T dated October 31, 1997
confirming the termination of its engagement as the Company's auditors.
During the Company's four month transition period ended December 31,
1996, the two most recent fiscal years ended August 31, 1996 and August 31,
1995, and the subsequent interim period through October 28, 1997, the Company
has not consulted with C&L regarding any matters specified in Item 304 (a) (2)
of Regulation S-K.
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<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
NUMBER DESCRIPTION
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16-1 Letter to Securities and Exchange
Commission from Deloitte & Touche
L.L.P. dated October 31, 1997
16-2 Letter to Precision Systems, Inc.
from Deloitte & Touche L.L.P.
dated October 31, 1997
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<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 hereunto duly authorized.
PRECISION SYSTEMS, INC.
Date: October 31, 1997 By: /s/ Kenneth M. Clinebell
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By: Kenneth M. Clinebell
Its: Chief Financial Officer
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EXHIBIT 16-1
October 31 1997
Securities and Exchange Commission
Mail Stop 9-5
450 50th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of Precision
Systems, Inc. dated October 31, 1997.
Yours truly,
/s/ Deloitte & Touche L.L.P.
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EXHIBIT 16-2
October 31, 1997
Mr. Kenneth M. Clinebell
Chief Financial Officer
Precision Systems, Inc.
11800 30th Court North
St. Petersburg, Florida 38716-1846
Dear Ken:
This is to confirm that the client-auditor relationship between Precision
Systems, Inc. (Commission File No. 0-20068) and Deloitte & Touche LLP has
ceased.
Yours truly,
/s/ Deloitte & Touche L.L.P
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-6
450 5th Street, N.W.
Washington, D.C. 20540
Willem Huisman, CEO
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