<PAGE>
=================================================================
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: MAY 28, 1997
---------------
VISTA TECHNOLOGIES INC.
- -----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-23142 13-3687830
- -----------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation File No.) Identification No.)
or organization)
167 S. San Antonio Road, Suite 9, Los Altos, California 94022
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 947-1750
--------------
(Not Applicable)
- -----------------------------------------------------------------
(Former name or former address, if changed since last report)
=================================================================
<PAGE>
VISTA TECHNOLOGIES INC.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a)(i) The accounting firm of KPMG Peat Marwick LLP acted as
principal independent public accountants to audit the consolidated
financial statements of Vista Technologies Inc. (the "Company") for
its fiscal year ended March 31, 1996.
On May 28, 1997, the Company was advised by KPMG Peat
Marwick LLP that the client-auditor relationship between the Company
and KPMG Peat Marwick LLP has been terminated.
(a)(ii) The report of KPMG Peat Marwick LLP on the
consolidated financial statements of the Company for the fiscal year
ended March 31, 1996 did not contain an adverse opinion or a
disclaimer of opinion, and was not qualified as to uncertainty, audit
scope, or accounting principles.
(a)(iii) The decision to terminate the client-auditor
relationship between the Company and KPMG Peat Marwick LLP was
initiated by KPMG Peat Marwick LLP, and the Company's Board of
Directors accordingly did not participate in a decision to change the
Company's independent accountants.
(a)(iv) In connection with its audit for the fiscal year ended
March 31, 1996 and the subsequent interim period through May 28, 1997,
there have been no disagreements of the Company with KPMG Peat Marwick
LLP 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 Peat
Marwick LLP would have caused them to make reference thereto in their
report on the financial statements for such year.
(a)(v) During the fiscal year ended March 31, 1996 and prior
fiscal periods of the Company, there have been no reportable events
(as defined in Regulation S-K Item 304(a)(1)(v)).
(a)(vi) The Company requested that KPMG Peat Marwick LLP
furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether or not KPMG Peat Marwick LLP
agrees with the above statements. A copy of such letter is filed as
Exhibit 16 to this Form 8-K.
(b) On May 30, 1997, the Company engaged the services of
the independent public accounting firm of Moore Stephens International
Limited to act as the principal independent accountants as to the
Company's consolidated financial statements for its most recent fiscal
year ended March 31, 1997. Prior to engaging Moore Stephens
International Limited, the Company did not consult its new independent
public accountants as to the application of accounting principles to a
specified transaction, either completed or proposed, or as to the type
of audit opinion that might be rendered on the Company's financial
statements. The Company's Board of Directors participated in and
approved the decision to appoint Moore Stephens International Limited
to act as the principal independent accountants as to the Company's
consolidated financial statements for its most recent fiscal year
ended March 31, 1997.
-1-
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) EXHIBITS: The following exhibits are filed with this Report or
are incorporated herein by reference:
# Indicates exhibit filed with this Report
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ ---------------------------------------------------
<S> <C>
# 16 Letter dated May 30, 1997 from KPMG Peat Marwick LLP
responding to the disclosures set forth in Item 4 of this
Report on Form 8-K.
</TABLE>
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: May 30, 1997
VISTA TECHNOLOGIES INC.
(Registrant)
By: /s/ Kenneth G. Howling
-----------------------------
Kenneth G. Howling,
Treasurer and Chief Financial Officer
-2-
<PAGE>
KPMG Peat Marwick LLP
New Jersey Headquarters Telephone 201 467 9650 Telefax 201 467 7930
150 John F. Kennedy Parkway
Short Hills, NJ 07078
May 30, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Vista Technologies, Inc.
and, under the date of July 12, 1996, we reported on the consolidated
financial statements of Vista Technologies, Inc. as of and for the
year ended March 31, 1996. On May 28, 1997, we resigned. We have
read Vista Technologies, Inc. statements under Item 4 of its Form 8-K
dated May 30, 1997, and we agree with such statements except that we
are not in a position to agree or disagree with comments in Item 4(b).
Very truly yours,
/s/ KPMG Peat Marwick LLP