SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 11, 1999
LASER TECHNOLOGY, INC
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-11642 84-0970494
(State or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification No.)
7070 SOUTH TUCSON WAY, ENGLEWOOD, COLORADO 80112
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code:(303) 649-1000
<PAGE>
FORM 8-K
Item 4. Changes in Registrant's Certifying Accountant.
As previously reported, on December 21, 1998, Laser
Technology, Inc. (the "Company") announced the resignation of its
independent accountant, BDO Seidman, LLP.
On January 11, 1999, the Company's Board of Directors approved
the appointment of and formally engaged Jones, Jensen & Company,
Certified Public Accountants ("JJ&C"), as the Company's principal
accountant. Thereupon, JJ&C began auditing the Company's
financial statements for the fiscal years ended September 30, 1998,
1997 and 1996. JJ&C has also been retained to review the financial
controls of the Company and to make recommendations to the Board of
Directors.
During the Company's two most recent fiscal years and
subsequent interim period, prior to engaging JJ&C, the Company has
not consulted JJ&C regarding either (i) the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements; or (ii) any matter that was
either the subject of a disagreement or a reportable event.
Item 6. Resignations of Registrant's Directors.
Three members of the Audit Committee of the Board of
Directors, who were also members of the Special Audit Committee
(the "Special Committee"), have resigned from the Board of
Directors as a result of disagreements between management and the
Special Committee. Those directors who resigned from the Board of
Directors were F. James Lynch, Richard B. Sayford and William R.
Carr. The Company expects to replace the directors with new
outside directors in the near future.
The resigning directors have each submitted letters to the
Company dated January 11, 1999 confirming their resignations. In
their letters, the resigning directors cite the following as their
reasons for resigning. On January 7, 1999, a Special Meeting of
the Board of Directors (the "Special Meeting") was held for the
purpose of receiving a report and recommendations from the Special
Committee. At the Special Meeting, the Special Committee proposed
that certain directors and executive officers tender their
resignations and that the Company's President pay to Company all
amounts, if any, due from him to the Company. The Special
Committee further proposed that the Company hire a new Chief
Executive Officer and Chief Financial Officer from outside the
Company and also search for and retain a reputable accounting firm
that is completely independent from the Company's officers and/or
directors. The Special Committee also proposed that certain
directors agree to place their shares of the Company's common stock
into a voting trust or other arrangement whereby such shares may be
voted in accordance with management's direction. It was further
suggested that after implementation of the above recommendations,
the composition of the Board of Directors be revised to provide for
three inside and three independent directors. The Special
Committee then recommended that the resigning Chief Executive
Officer and Chief Financial Officer each be offered a consulting
agreement to assist the Company during the transition period and
completion of the fiscal 1998 and prior audits.
Following the presentation and proposals by the Special
Committee, those directors not on the Special Committee made a
counter-proposal. Without responding to the counter-proposal, the
individuals on the Special Committee then informed the Board of
Directors of their intent to resign from the Special Committee and
from the Board of Directors.
Those directors not on the Special Committee were concerned
with the Special Committee's time schedule in bringing on a new
auditor and their projected time frame to complete the new audited
financial statements. They further believed that it would be in
the best interest of the Company's shareholders to engage a new
auditor as soon as possible in order to complete and publish the
Company's financial statements for fiscal year 1998. As of January
11, 1999, the Company has retained a reputable accounting firm that
is completely independent from the Company's officers and/or
directors. The remaining directors also believe that the Company's
President does not owe any monies to the Company as implied by the
Special Committee. Accordingly, the Board of Directors is awaiting
the results of the audit to determine whether the Company may money
to the President. Further, the remaining directors believe that
under the current circumstances, it is not necessary to have
certain directors place their shares of the Company's stock into a
voting trust.
Based upon the report from the Special Committee, the current
Board of Directors is comfortable that there will not be any
negative impact upon the Company's reported financial results for
its 1994, 1995, 1996, 1997 and 1998 fiscal years. Certain sales
which were previously recorded in fiscal year 1993 may have been
more properly recorded in fiscal years 1994 and 1995. However,
combined sales and earnings for these fiscal years will not be
affected. The Board of Directors expects no material changes in
the Company's previously reported financial results for the first
three quarters of its 1998 fiscal year.
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits included herewith:
Exhibit 17.1 Resignation of director letter - Richard D. Sayford
Exhibit 17.2 Resignation of director letter - F. James Lynch
Exhibit 17.3 Resignation of director letter - William R. Carr
<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 thereunto duly authorized.
Date: January 19, 1999 LASER TECHNOLOGY, INC.
By: /S/ David Williams
David Williams, President
Richard B. Sayford
89 Silver Fox Drive
Greenwood Village, Co 80121
303-296-0229
Fax: 303-721-8711
January 11, 1999
Board of Directors
Laser Technology, Inc.
7070 South Tucson Way
Englewood, Colorado 80112
Gentlemen:
I hereby confirm my resignation on January 7, 1999 as a
Director of Laser Technology, Inc. (the "Company") and as a member
of the Special Audit Committee of the Company's Board of Directors
(the "Special Committee"). The reasons for my resignation are
described in this letter. I request that the Company file a copy
of this letter with its Current Report on Form 8-K reporting my
resignation.
On October 28, 1998, the Company's Board of Directors
established the Special Committee comprised of directors Richard B.
Sayford, F. James Lynch and William R. Carr. The Special Committee
was directed to "independently investigate the Company's accounting
records and irregularities relating to the Company's accounting
records and to report to the Board the results of its
investigation." Pursuant to this charge, the Special Committee
retained independent legal counsel who, in turn, retained an
independent accounting firm to assist in the investigation. Upon
the recommendation and concurrence of BDO Seidman, LLP ("BDO"), the
Company's independent public accountants at that time, the Special
Committee retained an interim Chief Financial Officer who reported
directly to the Special Committee and instituted additional
internal controls to ensure the integrity of the investigation and
the Company's financial reporting process.
During the pendency of the Special Committee's investigation,
on December 21, 1998, BDO unexpectedly resigned as the Company's
independent public accountants and withdrew its opinions on the
Company's financial statements for the years ended September 30,
1993 through 1997, for the reasons cited in its letter of
resignation and the Company's Form 8-K filed December 28, 1998.
A Special Meeting of the Company's Board of Directors was held
on January 7, 1999 (the "Meeting"). The purpose of the Meeting was
to receive the report and recommendations of the Special Committee.
At the Meeting, the Special Committee made the following
recommendations based upon its investigation and report. Believing
that the following recommendations, if made, would be in the best
interests of the Company and its shareholders, the members of the
Special Committee proposed that:
1. David Williams, Chairman and Chief Executive Officer,
Pamela Sevy, Chief Financial Officer, and H. DeWorth
Williams, Director, resign from their positions as
officers and/or Directors of the Company.
2. Dan N. Grothe resign as Secretary and Director of the
Company.
3. David Williams pay all amounts, if any, that are due from
him to the Company.
4. The Company hire a new Chief Executive Officer and Chief
Financial Officer from outside the Company.
5. The Company immediately search for and retain a reputable
accounting firm that is completely independent from any
of the Company's officers and/or directors.
6. David Williams and H. DeWorth Williams agree to place
their shares of the Company's common stock into a voting
rust or other arrangement whereby such shares may be
voted in accordance with management's direction.
7. After implementation of the above recommendations, the
composition of the Board of Directors be revised to
provide for three inside and three independent directors.
8. Because of the contribution David Williams and Pamela
Sevy could make in assisting the Company's transition to
a new management team and completion of its Fiscal 1998
and prior audits, each be offered a consulting agreement
with the Company.
After presentation of the Special Committee's recommendations,
it became evident during the Meeting that the recommendations which
it believed were warranted based upon the facts developed during
the investigation, and which were necessary and fundamental to
restore the credibility of the Company and to retain a reputable
independent accounting firm would not be accepted by the other
members of the Board of Directors. Under those circumstances, I
believed I would be unable to effectively carry out my duties as a
director of the Company. Accordingly, I resigned as a Director of
the Company and, therefore, as a member of the Special Committee.
As discussed during the Meeting, certain aspects of the
Special Committee's investigation had not been completed and if
completed, may have resulted in additional recommendations. I
strongly recommend to the Company that it complete the
investigation into those matters.
Very Truly Yours,
Richard B. Sayford
RBS/nms
F. James Lynch
January 11, 1999
Board of Directors
Laser Technology, Inc.
7070 South Tucson Way
Englewood, Colorado 80112
Gentlemen:
I hereby confirm my resignation on January 7, 1999 as a
Director of Laser Technology, Inc. (the "Company") and as a member
of the Special Audit Committee of the Company's Board of Directors
(the "Special Committee"). The reasons for my resignation are
described in this letter. I request that the Company file a copy
of this letter with its Current Report on Form 8-K reporting my
resignation.
On October 28, 1998, the Company's Board of Directors
established the Special Committee comprised of directors Richard B.
Sayford, F. James Lynch and William R. Carr. The Special Committee
was directed to "independently investigate the Company's accounting
records and irregularities relating to the Company's accounting
records and to report to the Board the results of its
investigation." Pursuant to this charge, the Special Committee
retained independent legal counsel who, in turn, retained an
independent accounting firm to assist in the investigation. Upon
the recommendation and concurrence of BDO Seidman, LLP ("BDO"), the
Company's independent public accountants at that time, the Special
Committee retained an interim Chief Financial Officer who reported
directly to the Special Committee and instituted additional
internal controls to ensure the integrity of the investigation and
the Company's financial reporting process.
During the pendency of the Special Committee's investigation,
on December 21, 1998, BDO unexpectedly resigned as the Company's
independent public accountants and withdrew its opinions on the
Company's financial statements for the years ended September 30,
1993 through 1997, for the reasons cited in its letter of
resignation and the Company's Form 8-K filed December 28, 1998.
727 Shadow Mt. Lane 4872 E. Desert Wind Court
P.O. Box 1557 Tucson, AS 85750
Grand Lake Colo 80441 Ventana Canyon
A Special Meeting of the Company's Board of Directors was held
on January 7, 1999 (the "Meeting"). The purpose of the Meeting was
to receive the report and recommendations of the Special Committee.
At the Meeting, the Special Committee made the following
recommendations based upon its investigation and report. Believing
that the following recommendations, if made, would be in the best
interests of the Company and its shareholders, the members of the
Special Committee proposed that:
1. David Williams, Chairman and Chief Executive Officer,
Pamela Sevy, Chief Financial Officer, and H. DeWorth
Williams, Director, resign from their positions as
officers and/or Directors of the Company;
2. Dan N. Grothe resign as Secretary and Director of the Company;
3. David Williams pay all amounts, if any, that are due from
him to the Company;
4. The Company hire a new Chief Executive Officer and Chief
Financial Officer from outside the Company.
5. The Company immediately search for and retain a reputable
accounting firm that is completely independent from any
of the Company's officers and/or directors.
6. David Williams and H. DeWorth Williams agree to place
their shares of the Company's common stock into a voting
rust or other arrangement whereby such shares may be
voted in accordance with management's direction;
7. After implementation of the above recommendations, the
composition of the Board of Directors be revised to
provide for three inside and three independent directors;
and
8. Because of the contribution David Williams and Pamela
Sevy could make in assisting the Company's transition to
a new management team and completion of its Fiscal 1998
and prior audits, each be offered a consulting agreement
with the Company.
After presentation of the Special Committee's recommendations,
it became evident during the Meeting that the recommendations which
it believed were warranted based upon the facts developed during
the investigation and which were necessary and fundamental to
restore the credibility of the Company and to retain a reputable
independent accounting firm would not be accepted by the other
members of the Board of Directors. Under the circumstances, I
believed I would be unable to effectively carry out my duties as a
director of the Company. Accordingly, I resigned as a Director of
the Company and, therefore, as a member of the Special Committee.
As discussed during the Meeting, certain aspects of the
Special Committee's investigation had not been completed and, if
completed, may have resulted in additional recommendations. I
strongly recommend to the Company that it complete the
investigation into those matters.
Very Truly Yours,
F. James Lynch
William R. Carr
6195 Gharrett
Missoula, MT 59803
Telephone (406) 251-3261
Fax (406) 251-4617
January 11, 1999
Board of Directors
Laser Technology, Inc.
7070 South Tucson Way
Englewood, Colorado 80112
Gentlemen:
I hereby confirm my resignation on January 7, 1999 as a
Director of Laser Technology, Inc. (the "Company") and as a member
of the Special Audit Committee of the Company's Board of Directors
(the "Special Committee"). The reasons for my resignation are
described in this letter. I request that the Company file a copy
of this letter with its Current Report on Form 8-K reporting my
resignation.
On October 28, 1998, the Company's Board of Directors
established the Special Committee comprised of directors Richard B.
Sayford, F. James Lynch and William R. Carr. The Special Committee
was directed to "independently investigate the Company's accounting
records and irregularities relating to the Company's accounting
records and to report to the Board the results of its
investigation." Pursuant to this charge, the Special Committee
retained independent legal counsel who, in turn, retained an
independent accounting firm to assist in the investigation. Upon
the recommendation and concurrence of BDO Seidman, LLP ("BDO"), the
Company's independent public accountants at that time, the Special
Committee retained an interim Chief Financial Officer who reported
directly to the Special Committee and instituted additional
internal controls to ensure the integrity of the investigation and
the Company's financial reporting process.
During the pendency of the Special Committee's investigation,
on December 21, 1998, BDO unexpectedly resigned as the Company's
independent public accountants and withdrew its opinions on the
Company's financial statements for the years ended September 30,
1993 through 1997, for the reasons cited in its letter of
resignation and the Company's Form 8-K filed December 28, 1998.
A Special Meeting of the Company's Board of Directors was held
on January 7, 1999 (the "Meeting"). The purpose of the Meeting was
to receive the report and recommendations of the Special Committee.
At the Meeting, the Special Committee made the following
recommendations based upon its investigation and report. Believing
that the following recommendations, if made, would be in the best
interests of the Company and its shareholders, the members of the
Special Committee proposed that:
1. David Williams, Chairman and Chief Executive Officer,
Pamela Sevy, Chief Financial Officer, and H. DeWorth
Williams, Director, resign from their positions as
officers and/or Directors of the Company;
2. Dan N. Grothe resign as Secretary and Director of the
Company;
3. David Williams pay all amounts, if any, that are due from
him to the Company;
4. The Company hire a new Chief Executive Officer and Chief
Financial Officer from outside the Company;
5. The Company immediately search for and retain a reputable
accounting firm that is completely independent from any
of the Company's officers and/or directors;
6. David Williams and H. DeWorth Williams agree to place
their shares of the Company's common stock into a voting
rust or other arrangement whereby such shares may be
voted in accordance with management's direction;
7. After implementation of the above recommendations, the
composition of the Board of Directors be revised to
provide for three inside and three independent directors;
and
8. Because of the contribution David Williams and Pamela
Sevy could make in assisting the Company's transition to
a new management team and completion of its Fiscal 1998
and prior audits, each be offered a consulting agreement
with the Company.
After presentation of the Special Committee's recommendations,
it became evident during the Meeting that the recommendations which
it believed were warranted based upon the facts developed during
the investigation, and which were necessary and fundamental to
restore the credibility of the Company and to retain a reputable
independent accounting firm would not be accepted by the other
members of the Board of Directors. Under those circumstances, I
believed I would be unable to effectively carry out my duties as a
director of the Company. Accordingly, I resigned as a Director of
the Company and, therefore, as a member of the Special Committee.
As discussed during the Meeting, certain aspects of the
Special Committee's investigation had not been completed and, if
completed, may have resulted in additional recommendations. I
strongly recommend to the Company that it complete the
investigation into those matters.
Very Truly Yours,
William R. Carr
