SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 1
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Report (Date of earliest event reported): December 12, 1997.
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-22046 38-3114641
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
50 Spring Street, Ramsey, New Jersey 07446
(Address of principal executive offices) (Zip Code)
(201) 934-8500
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report.)
This Amendment No. 1 on Form 8-K/A supplements the Current Report on Form
8-K (the "Report") filed with the Securities and Exchange Commission on December
19, 1997 by Bogen Communications International, Inc. (the "Registrant")
regarding Changes in the Registrant's Certifying Accountants.
Item 4. Changes in Registrant's Certifying Accountant.
The letter from Coopers & Lybrand evidencing its agreement with the
statements made by the Company in the Report is filed herewith and attached
hereto as Exhibit 99.1, in accordance with Item 304(a)(3) of Regulation S-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
99.1 Letter from Coopers & Lybrand L.L.P., dated December 22, 1997
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.
BOGEN COMMUNICATIONS INTERNATIONAL, INC.
(Registrant)
/s/ Michael P. Fleischer
Name: Michael P. Fleischer
Date: December 22, 1997 Title: President
Index to Exhibits
Exhibit
Number Description
99.1 Letter from Coopers & Lybrand L.L.P., dated December 22, 1997
Exhibit 99.1
COOPERS Coopers & Lybrand L.L.P.
& LYBRAND
December 22, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the statements made by Bogen Communications International, Inc.
(copy attached), which we understand was filed with the Commission pursuant to
Item 4 of Form 8-K of the Company's Form 8-K report for the month of December
1997. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Attachment
ITEM 4 OF FORM 8-K OF BOGEN COMMUNICATIONS INTERNATIONAL, INC.
DATED DECEMBER 12, 1997
On December 12, 1997, Bogen Communications International, Inc. (the
"Company") retained KPMG Peat Marwick LLP ("KPMG") to serve as its independent
accountant for the fiscal year ending December 31, 1997. KPMG will replace
Coopers & Lybrand L.L.P. ("Coopers & Lybrand") who was dismissed on December 12,
1997.
The dismissal of Coopers & Lybrand was approved by the Company's board of
directors. Coopers & Lybrand's report on the financial statements of the
Company for the fiscal years ended December 31, 1996 and 1995 did not contain
any adverse opinion or disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope, or accounting principles. In connection with
the audit of the Company's financial statements for the years ended December 31,
1996 and 1995, and through the subsequent interim period through December 12,
1997 (the date of dismissal), there has not been a disagreement with Coopers &
Lybrand on any matter of accounting principle or practice, financial statement
disclosure, or audit scope or procedure, which disagreement, if not resolved to
the satisfaction of Coopers & Lybrand, would have caused it to make reference to
the subject matter of the disagreement in connection with its report. In
addition, there has not been a reportable event as described in paragraph
(a)(1)(v) of Item 304 of Regulation S-K, promulgated under the Securities Act of
1934, as amended.
The Company has requested Coopers & Lybrand to furnish the Company with a
letter addressed to the Securities and Exchange Commission stating whether
Coopers & Lybrand agrees with the above statements. A copy of the letter will be
filed with the Securities and Exchange Commission as an amendment to this
Current Report on Form 8-K within 10 business days of this filing.
