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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
Date of Report (Date of earliest event reported) August 19, 1997
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Nocopi Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 0-20333
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(State or other jurisdiction of (Commission File No.)
incorporation)
87-0406496
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(I.R.S. Employer Identification
No.)
230 Sugartown Road, Wayne, Pennsylvania 19087
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (610) 687-2000
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Not applicable
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(Former name or former address, if changed since last report.)
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Item 4. Changes in Registrant's Certifying Accountant.
Effective August 19, 1997, Coopers & Lybrand, LLP ("Coopers"), which
served as Registrant's independent public accountant to audit the Registrant's
financial statements for each of the two most recently completed fiscal years of
Registrant, resigned.
Each of Coopers' audit reports on Registrant's financial statements for
such years did not contain an adverse opinion or a disclaimer of opinion, nor
was either such report qualified as to uncertainty, audit scope, or accounting
principles.
Coopers' determination to resign as Registrant's independent public
accountant was not recommended or approved by the Audit Committee of
Registrant's Board of Directors, nor by such Board of Directors.
During the Registrant's two most recent fiscal years and any subsequent
interim period preceding Coopers' resignation, there were no disagreements with
Coopers on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to Coopers'
satisfaction, would have caused it to make reference to the subject matter of
the disagreement(s) in connection with its reports.
Except as described below, none of the events described in subsections
(a)(1)(v)(A) through (D) of Item 304 of Regulation S-K occurred during
Registrant's two most recent fiscal years and any subsequent interim period
preceding Coopers' resignation.
Prior to its resignation, Coopers had advised Registrant that
information had come to Coopers' attention that, if further investigated, may
lead Coopers, were it to audit Registrant's financial statements for the fiscal
year ending December 31, 1997, to include in its audit report a "going concern
qualification." Due to its resignation, Coopers has not conducted such further
investigation. Such information concerns the maturity of Registrant's
Outstanding Series B Promissory Notes ($950,000 aggregate principal amount)
which mature on March 31, 1998. Unless Registrant secures additional financing
(which it is actively seeking), Registrant anticipates that it will be unable to
repay the principal of such Notes at their maturity.
Coopers has also advised Registrant that information had come to its
attention that, if further investigated, may cause it, were it to audit
Registrant's financial statements for the fiscal year ending December 31, 1997
to conclude that continued exclusion of the results of its investee, EuroNocopi,
may be inappropriate.
From time to time during Coopers' engagement by the Registrant,
representatives of Coopers have discussed the circumstances in which an
audit report would be required to include a going concern qualification with
members of Registrant's management, including members of Registrant's Board of
Directors and its Audit Committee. Coopers has also advised Registrant's Chief
Executive Officer, who is a member of Registrant's Board of Directors, that the
continued exclusion of the results of EuroNocopi may be inappropriate.
Registrant has authorized Coopers to respond fully to any inquiries a
successor accountant may make concerning the matters described above.
Registrant has furnished Coopers with a copy of this Report on Form 8-K
and requested Coopers to furnish a letter addressed to the Commission stating
whether it agrees with the statements made by Registrant in response to Item
304(a) of Regulation S-K and, if not, stating the respects in which it does not
agree. A true copy of the letter Registrant requested Coopers to provide is
attached hereto as Exhibit 16.
Registrant has not yet retained a new firm of independent accountants
to audit Registrant's financial statements.
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Item 7 Financial Statements and Exhibits
The following Exhibit is filed as a part of this Current Report on
Form 8-K.
16. Letter on Change in Certifying Accountant
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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.
NOCOPI TECHNOLOGIES, INC.
(Registrant)
Dated: August 25, 1997 By: /s/ Rudolph A. Lutterschmidt
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Rudolph A. Lutterschmidt, Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Beginning Page No.
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16. Letter on Change in Certifying Accountant 6
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[LOGO OF COOPERS & LYBRAND]
August 25, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Nocopi Technologies, Inc., (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report for the month of August,
1997. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
