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: December 6, 1996
(Date of earliest event reported)
Commission file number 0-22514
PHOTONICS CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State of other jurisdiction of incorporation or organization)
77-0102343
(I.R.S. Employer Identification Number)
1515 CENTRE POINTE DRIVE
MILPITAS, CA 95035
(Address of principal executive offices)
Registrant's telephone number:, including area code:
(408) 942-4000
(THIS PAGE INTENTIONALLY LEFT BLANK)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
KPMG Peat Marwick LLP was previously the principal accountants for
Photonics Corporation. On December 2, 1996, that firm's appointment as
principal accountants was terminated and Meredith, Cardozo and Lanz LLP was
engaged as principal accountants. The decision to change accountants was
approved by the board of directors.
In connection with the audits of the two fiscal years ended December 31,
1995 and the subsequent interim period through December 2, 1996, there were
no disagreements with KPMG Peat Marwick LLP 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.
The audit reports of KPMG Peat Marwick LLP, on the financial statements of
Photonics Corporation as of and for the years ended December 31, 1995 and
1994, did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or
accounting principles, except that such reports did include an explanatory
paragraph which stated that "the Company has suffered recurring losses and
accumulated deficit that raise substantial doubt as to its ability to
continue as a going concern. Management's plans in regard to these matters
are also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty." A
letter from KPMG Peat Marwick LLP is attached as Exhibit A.
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SIGNATURE
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.
Dated: DECEMBER 6, 1996 By: /S/ W. MORRIS CHUBB
W. Morris Chubb
Chief Financial Officer
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INDEX TO EXHIBITS
Page Number
in Sequentially
Numbered Version
16. Letter from KPMG Peat Marwick LLP
regarding its concurrence with the
statements made by Registrant herein. 4
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December 6, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Photonics Corporation and,
under the date of March 20, 1996, we reported on the financial statements
of Photonics as of and for the years ended December 31, 1995 and 1994. On
December 2, 1996, our appointment as principal accountants was terminated.
We have read Photonics Corporation's statements included under Item 4 of
its Form 8-K dated December 6, 1996 and we agree with such statements,
except that we are not in a position to agree or disagree with Photonics
Corporation's statement that the change was approved by the board of
directors.
Very truly yours,
/S/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
