<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Commission File No. 0-26182
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
SEPTEMBER 2, 1997
Date of Report (Date of Earliest Event Reported)
INTERNATIONAL IMAGING, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3469649
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 930, 1875 Century Park East,, Los Angeles, CA 90067
(Address of principal executive offices) (Zip Code)
(310) 203-4500
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On September 2, 1997, International Imaging, Inc. entered into an agreement
to purchase all of the outstanding stock of Chiralt Corporation ("Chiralt"), a
healthcare and chemical specialties marketing and manufacturing company. Chiralt
develops and markets proprietary healthcare products. A subsidiary, Rose Color,
Inc., manufactures and distributes dyes, pigments, and chemicals to the
petroleum and plastics industries with manufacturing facilities in Newark, New
Jersey and Baroda, India. SPS Alfachem, Inc., another wholly owned subsidiary,
develops and distributes fine chemicals to the pharmaceutical and cosmetics
industries. It also imports nutritional organic chemicals and medicinal
botanicals. A majority owned subsidiary, Quantex, develops and produces chemical
speciality products based on phosphor for medical diagnostic uses.
The selling shareholders were EROSE Capital, Mark L. Saginor M.D., and Victor
Portanova, Esq. The aggregate purchase price was 14,630,408 shares of the
Company's stock as approved under the Reorganization Plan dated August 19, 1997.
The Reorganization Plan called for a one for five reverse stock split and the
issuance to the Company's creditors of 500,000 shares of common stock and
warrants to purchase 3,000,000 shares of common stock of the Company in exchange
for outstanding debt. The Company's Plan was filed in cooperation with the named
creditors and has been approved by a majority of the shareholders. The Court
approved the Reorganization Plan as modified on August 19, 1997.
Subsequent to the purchase of Chiralt, it was agreed to sell the stock of the
Company's subsidiary, Electronic Systems Engineering Co. ("ESECO") to
Speedmaster, Inc. The stock sold represented approximately 92% of the issued and
outstanding stock of ESECO. Speedmaster, Inc. is owned by two of the Directors
of the Company, Arthur A. Kaminshine and Edward L. Handlin. They abstained on
the vote to spin off ESECO.
The book value of ESECO at August 31, 1997 was $10,540. Consideration received
for the stock of ESECO was $40,000 in preferred stock of Speedmaster, Inc.
(b) The principal assets of Chiralt consist of patent rights and licensing
agreements. The principal assets of Rose Color Inc., a subsidiary, were accounts
receivable, inventory, and chemical processing equipment with a book value of
approximately $9,300,000 at June 30, 1997.
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING AUDITOR
On September 2, 1997, International Imaging, Inc. dismissed Arthur Andersen, LLP
("Arthur Andersen"), as its independent auditors. Arthur Andersen's report on
the consolidated financial statements of International Imaging, Inc. and
subsidiaries for either of the past two years did not contain an adverse opinion
or a disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles. The decision to change accountants was
approved by the Board of Directors of International Imaging, Inc. During
International Imaging, Inc.'s two most recent fiscal years and subsequent
interim period preceding such dismissal, there
<PAGE> 3
were no disagreements with Arthur Andersen on any matter of accounting
principles or practice, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of Arthur Andersen would
have caused Arthur Andersen to make reference to the matter in their report.
International Imaging, Inc. has retained Grant Thornton to act as independent
accountant.
ITEM 5. OTHER EVENTS
None
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The required financial statements of the acquired business have not
been completed at this time. Such statements will be filed on Form 8 no
later than sixty (60) days from September 17, 1997.
(b) PRO FORMA FINANCIAL INFORMATION
Compilation of the required pro forma financial information relating
to the Company and to the acquired business cannot be completed at this
time. Such statements will be filed on Form 8 no later than sixty (60)
days from September 17, 1997.
(c) EXHIBITS
(1) [See original 8-K]
(2) LETTER FROM FORMER ACCOUNTANTS dated September 26, 1997.
<PAGE> 4
SIGNATURE
Pursuant to the regulations of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.
INTERNATIONAL IMAGING, INC.
Date: September 26 , 1997 /s/ Ronald J. Amen
---- -----------------------------
Ronald J. Amen, President
<PAGE> 1
[ARTHUR ANDERSEN LOGO]
September 26, 1997 -----------------------------
Arthur Andersen LLP
-----------------------------
Suite 600
20 Broadway
Oklahoma City OK 73102-8286
405 236 1491
Mr. Michael H. Sutton
Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Dear Mr. Sutton:
We have read Item 4 included in the attached Form 8-K/A dated September 26,
1997, of International Imaging, Inc. to be filed with the Securities and
Exchange Commission and are in agreement with the statements contained therein.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
