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): April 28, 1998
Nematron Corporation
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of incorporation)
0-21142 38-2483796
(Commission File Number) (IRS Employer Identification No.)
5840 Interface Drive, Ann Arbor, Michigan 48103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (734) 214-2000
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 28, 1998, KPMG Peat Marwick LLP ("KPMG") informed the Audit
Committee of Nematron Corporation (the "Registrant") that it has resigned as
the Registrant's independent auditors. The Registrant is currently in the
process of selecting new independent accountants. The Registrant has placed
no limitations on KPMG responding fully to inquiries of the successor
accountant.
The reports of KPMG on the Registrant's financial statements for
each of the past two fiscal years have been withdrawn as of April 28, 1998.
Prior to such withdrawal, such reports contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
In connection with its audits for the two most recent fiscal years
and through April 28, 1998, (i) there were no disagreements between the
Registrant and KPMG on any matter 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
them to make reference thereto in their report on the financial statements
for such fiscal years and (ii) there were no reportable events as defined in
Regulation S-K Item 304(a)(1)(v), except as follows:
- As announced on April 28, 1998, the Registrant has
identified potential material adjustments to the Company's
financial statements for the years ended September 30, 1996
and 1997 relating to one significant contract, and, as a
result of the potential adjustments, KPMG advised the
Registrant that its auditor's reports on the Registrant's
consolidated financial statements as of September 30, 1997
and 1996 and for each of the years in the two-year period
ended September 30, 1997 should no longer be relied upon.
In KPMG's April 28, 1998 letter of resignation, it advised
the Audit Committee of the Registrant that it has concluded
that it can no longer rely on management's representations,
and that it is unwilling to be associated with the financial
statements prepared by management.
The Registrant has provided KPMG with a copy of the above
disclosures which the Registrant is making in response to Item 304(a) of
Regulation S-K and has requested that KPMG furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not
it agrees with such disclosures. A copy of such letter dated May 4, 1998 is
filed as Exhibit 16 to this Form 8-K.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 16 Letter from KPMG Peat Marwick LLP, dated May 4, 1998
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.
May 4, 1998 NEMATRON CORPORATION
/s/ David P. Gienapp
--------------------------------
By: David P. Gienapp,
Executive Vice President Finance
Exhibit 16
May 4, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Nematron Corporation
("Company") and, in a letter to the Company dated April 28, 1998, we advised
the Company that our December 12, 1997 and December 13, 1996 auditors'
reports on the Company's consolidated financial statements as of September
30, 1997 and 1996 and for each of the years in the two-year period ended
September 30, 1997 should no longer be relied upon. On April 28, 1998, we
resigned as principal accountants for the Company. We have read Nematron
Corporation's statements included under Item 4 of its Form 8-K dated May 4,
1998, and we agree with such statements.
Very truly yours,
/s/ KPMG Peat Marwick LLP
