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): October 19, 1999
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ELCOM INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-27376 04-3175156
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
10 Oceana Way Norwood, Massachusetts 02062
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 440-3333
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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
(a) Previous independent accountants
On September 3, 1999, the Audit Committee of the Board of Directors of
Elcom International, Inc. (the "Company") commenced soliciting proposals for the
year-end audit of its calendar 1999 consolidated financial statements. The
Company solicited a proposal from four independent accounting firms, including
Arthur Andersen LLP ("Andersen"), who had been previously engaged by the Company
as its principal auditor. The Audit Committee took this action to ensure that
the Company would continue to receive the best possible audit services at a
competitive price.
During September and October, 1999, Company management met with and
provided appropriate information to the independent accounting firms involved.
On October 19, 1999 the Audit Committee met and decided it would not engage
Andersen to act as the Company's independent accountants for calendar 1999.
Andersen, the Company's independent accountants in 1998 and prior years was
informed of the Audit Committee's decision on October 20, 1999.
Andersen, in its reports on the Company's consolidated financial
statements for each of the calendar years ended December 31, 1998 and 1997,
neither expressed an adverse opinion or a disclaimer of opinion, or qualified or
modified such reports as to uncertainty, audit scope, or accounting principles.
During each of the years ended December 31, 1998 and 1997, and during
the period from January 1, 1999 through the date of this report, (i) there were
no disagreements between the Company and Andersen 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 Andersen,
would have caused Andersen to make reference thereto in its report on the
financial statements of the Company for such years; and (ii) there have been no
reportable events (as defined in Regulation S-K Item 304 (a) (1) (v)).
The Company has requested that Andersen furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of such letter, dated October 21, 1999 is filed as Exhibit 16 to this
Current Report on Form 8-K.
(b) New independent accountants
The Company's Audit Committee decided to offer the engagement to KPMG LLP
("KPMG") as its new independent accountants on October 19, 1999 and informed
KPMG of their decision on October 20, 1999. The Company is now waiting for KPMG
to finalize their client acceptance due diligence process before their
engagement can commence. During the two most recent fiscal years and through the
date of this report, the Company has not consulted with KPMG on items which were
or should have been subject to SAS 50 or concerned the subject matter of a
disagreement or reportable event with Andersen, the former independent
accountants of the Company, as described in Regulation S-K Item 304 (a) (2).
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
Exhibit No.
16 Letter from Arthur Andersen LLP regarding a
change in the Company's independent
accountants.
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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, thereunto duly authorized.
ELCOM INTERNATIONAL, INC.
By: /s/ Peter Rendall
Peter Rendall
Chief Financial Officer
Date: October 26, 1999
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Exhibit 16
October 21, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Dear Sir/Madam:
We have read Item 4 (a) included in the Form 8-K dated October 19, 1999 of Elcom
International, Inc. filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
cc: Mr. Peter Rendall, Vice President
Elcom International, Inc.
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