UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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, 1998
Exact name of registrant as specified in its charter: MRS Technology, Inc.
State or other jurisdiction of incorporation: Massachusetts
Commission File Number: 000-21908
IRS Employer Identification Number: 04-2904966
Address of principal executive offices: 231 Sutton Street, Unit 1D, North
Andover, MA
Zip Code: 01845
Registrant's telephone number, including area code: (978)682-4000
Item 4. Changes in Registrant's Certifying Accountant
On November 2, 1998 Pricewaterhouse Coopers L.L.P. (PWC) notified the
Company in writing that PWC would no longer serve as the Company's
independent accountants. At no time during the fiscal years ended March
31, 1997 and March 31, 1998, nor during the subsequent interim periods,
have there been any disagreements with PWC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion
to the subject matter of the disagreement, and said firm has not advised
the registrant of any reportable event. On November 6, 1998, United
States Bankruptcy Judge James F. Queenan, Jr. signed an order authorizing
MRS Technology, Inc. to employ Verdolino & Lowey, P.C. as independent
public accountants to the debtor during the Company's bankruptcy
proceedings. Verdolino & Lowey are located at 124 Washington Street,
Suite 101, Foxborough, MA 02035.
The Audit Committee of the Board of Director's of MRS Technology appoved
the change in auditors.
The Company will send PWC a copy of this report on Form 8-K when filed
with a request to furnish to the company a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the
above statements, and if not, stating the respects with which it does not
agree.
The Company shall request that PWC provide such a letter as promptly as
possible so that the Comapny can file such letter with the Commission
within 10 business days after the filing of this report.
Item 5. Other Events
Robert P. Schechter resigned from the MRS Technology, Inc. Board of
Directors effective October 19, 1998. Mr. Schechter indicated in his
letter of resignation that his workload as Chairman and CEO of Natural
Microsystems and other commitments make it impossible for him to continue
to serve MRS Technology effectively. Replacing Mr. Schechter as a member
of the Audit and Compensation Committees will be current board member,
Paul Wiefels.
Item 6. Exhibits and Reports on 8-K
a. Exhibit 16.1. Letter re change of certifying accountant
Exhibit 16.2. Letter re change of certifying account
Exhibit 17. Letter re director resignation
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereto autorized.
MRS Technology, Inc.
Date: November 20, 1998
/s/ Patricia F. DiIanni
Vice President and Chief Financial Officer
Exhibit 16.1
November 2, 1998
Mrs. Patricia DiIanni
Chief Financial Officer
MRS Technology, Inc.
10 Elizabeth Drive
Chelmsford, MA 01824-4112
Dear Mrs. DiIanni:
This is to confirm that the client-auditor relationship between MRS Technology,
Inc. (Commission File Number 0-21908) and PricewaterhouseCoopers L.L.P. has
ceased.
Very truly yours,
/s/PricewaterhouseCoopers L.L.P.
cc: Office of the Chief Accountant
SECS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
Exhibit 16.2
November 17, 1998
Securities and Excahnge Commission
450 5th Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by MRS Technology, Inc. (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report for the month of November 1998. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
Exhibit 17
October 19, 1998
Carl Herrmann
MRS Technology, Inc.
10 Elizabeth Drive
Chelmsford, MA 01824
Dear Carl,
Please accept this as my letter of resignation from the board of Director of MRS
Technology. As you know, it was my intent to not stand for reelection at the
annual meeting origianlly scheduled for last summer. At this time, I feel my
responsible as Chairman and CEO of NMS and other commitments make it impossible
for me to continue to serve MRS effectively.
I wish you, and the folks at MRS, all the best.
Sincerely,
/s/Robert P. Schechter
Chairman and CEO
cc: Office of the Chief Accountant
SECS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
