EVTC INC
8-K/A, 1999-02-16
CHEMICALS & ALLIED PRODUCTS
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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



   
       Date of Report (date of earliest event reported): January 22, 1999
    


                                   EVTC, INC.
             (Exact name of registrant as specified in its charter)



    Delaware                          0-20986                22-3005943
(State or other                    (Commission              (IRS Employer
jurisdiction of                    File Number)           Identification No.)
incorporation)



                    121 S. Norwood Drive, Hurst, Texas 76053
               (Address of principal executive office) (Zip Code)



       Registrant's telephone number, including area code: (732) 370-3400



                  550 James Street, Lakewood, New Jersey 08701
          (Former name or former address, if changed since last report)



                                       1
<PAGE>


Item 1.  Changes in Control of Registrant

         Not Applicable

Item 2.  Acquisition or Disposal of Assets

         Not Applicable

Item 3.  Bankruptcy or Receivership

         Not Applicable

Item 4.  Changes in Registrant's Certifying Accountant

         Effective  January 22, 1999,  the Registrant  severed its  relationship
with its certifying accountants, KPMG Peat Marwick, LLP ("KPMG"). The action was
recommended and approved by the audit committee of the Registrant.

         KPMG's reports on the  Registrant's  financial  statements for the past
two years  contained no adverse  opinion or disclaimer  of opinion,  and was not
qualified as to uncertainty, audit scope or accounting principles.

         During  the most  recent  two  fiscal  years and any of the  subsequent
interim periods preceding January 22, 1999, there were no disagreements  between
the  Registrant  and KPMG on any matters of accounting  principles or practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreements, if not resolved to the satisfaction of KPMG, would have caused it
to make a reference to the subject  matter of the  disagreements  in  connection
with its reports on the financial statements for such years, except as follows:

         There  was a  disagreement  with  KPMG  concerning  the  amount  of the
         valuation  allowance  for deferred  tax assets at  September  30, 1998.
         Discussions  took place  between  KPMG and the audit  committee  of the
         Registrant.  The dispute  was  resolved  to KPMG's  satisfaction  and a
         valuation allowance of one hundred percent was recorded on the books of
         the Registrant. KPMG has stated that if the valuation allowance had not
         been  recorded,  its  report  on  the  Registrant's  1998  consolidated
         financial  statements would have been modified.  The Registrant has not
         restricted KPMG from responding fully to the inquiries of any successor
         accountant concerning the subject matter of the disagreement.



<PAGE>


         None of the  "reportable  events"  described in Item  304(a)(1)(ii)  of
Regulation  S-K occurred with respect to the  Registrant  during the most recent
two fiscal years and any of the subsequent
 
                                      3

interim periods preceding January 22, 1999.

   
     The  Registrant  provided KPMG with a copy of this report no later than the
date this report was filed with the Securities  and Exchange  Commission and has
requested  that KPMG furnish it with the letter  described in Item  304(a)(3) of
Regulation  S-K.  Pursuant to Item 304 (a) (3) of  Regulation  S-K a copy of the
letter from KPMG to the Securities  and Exchange  Commission is filed as Exhibit
16 hereto. The Registrant disagrees with such letter from KPMG to the Securities
and Exchange  Commission  in that the filed copy of the original  Form 8-K which
was filed on or about  February  1, 1999 did not differ  substantially  from the
Form 8-K furnished to KPMG on or about January 29, 1999.
    

Item 5.  Other Events

         Not Applicable

Item 6.  Resignation of Registrant's Directors

         Not Applicable

Item 7.  Financial Statements and Exhibits

         (a)  Financial statements of business acquired.

              Not Applicable

         (b)  Pro forma financial information

              Not Applicable

         (c)  Exhibits

               16 - Letter from KPMG dated February 5, 1999 pursuant to Item 304
          (a)(3) of Regulation S-K.


                                    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.

                                                       EVTC, INC.


                                            By:  /s/ David Keener
                                                --------------------------------

                                       3
<PAGE>

                                                David Keener
                                                Chief Financial Officer


Dated: February 16, 1999

                                       4

<PAGE>


   
                                   EXHIBIT 16


                                      KPMG
                               200 Crescent Court
                                    Suite 300
                              Dallas, TX 75201-1885
                             Telephone 214 754 2000
                                Fax 214 754 2297


February 5, 1999

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously  principal  accountants for EVTC, Inc. and, under the date of
January 5, 1999, we reported on the consolidated  financial  statements of EVTC,
Inc.  and  subsidiaries  as of  September  30, 1998 and 1997 and for each of the
years in the three year period ended  September  30, 1998.  On January 22, 1999,
our  appointment  as principal  accountants  was  terminated.  We have read EVTC
Inc.'s statements  included under Item 4 of its Form 8-K dated January 22, 1999.
We disagree with the statement that "The Registrant provided KPMG with a copy of
this report no later than the date this report was filed with the Securities and
Exchange Commission" because we received only an incomplete draft of the current
report on Form 8-K and did not receive the current  report on Form 8-K  actually
filed on or about February 1, 1999,  until February 4, 1999. With respect to the
other statements included therein, we agree with such statements, except that we
are not in a position to agree or disagree with EVTC Inc.'s  statement  that the
action was recommended and approved by the audit committee

Very truly yours,




KPMG LLP

    



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