SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Items 4
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2000
PHOTONICS CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-22514 77-0102343
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1222 Alderwood Ave., Sunnyvale, CA 94089
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 408-745-9320
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Company's financial statements for its fiscal year ended December 31, 1998
were audited by BDO Seidman, LLP.
(i) On February 1, 2000 BDO Seidman, LLP resigned as the
Company's independent public accountants.
(ii) The report of BDO Seidman, LLP on the Company's
financial statements for the fiscal year ended December 31, 1998 contained
no adverse opinion or disclaimer of opinion, nor was it modified as to
uncertainty, audit scope, or accounting principles, except that the report
stated:
"The accompanying consolidated financial statements have been prepared
assuming that Photonics Corporation (dba DTC Data Technology) will continue
as a going concern.. As discussed in Note 1 to the financial statements,
the Company's recurring losses from operations and net capital deficiency
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1.
The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty."
(iii) The decision by the Company to change accountants was approved by the
Company's acting operations officer pursuant to the authority granted to him
by the board of directors of the Company.
(iv)(A) There were no disagreements between the Company and BDO
Seidman, LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of BDO Seidman,
LLP, would have caused them to make reference to the subject matter of the
disagreement in connection with their report.
(iv)(B) BDO Seidman, LLP has NOT advised the Company that:
(1) internal controls necessary to develop reliable financial
statements did not exist; or
(2) information has come to their attention which made them unwilling
to rely upon management's representations, or made them unwilling to be
associated with the financial statements prepared by management; or
(3) the scope of the audit should be expanded significantly, or
information has come to their attention that they have concluded will, or
if further investigated might, materially impact the fairness or reliability
of a previously issued audit report or the underlying financial statements,
or the financial statements issued or to be issued covering the fiscal year
ended December 31,1999.
On February 1 2000 the Company engaged Hein & Associates, LLP. as
their accountants to render its report on the Company's financial
statements for the fiscal year ended December 31 1999.
By report on Form 8-K dated April 11, 2000 and filed April 11, 2000,
the Company reported a change in its certifying accountant from BDO
Seidman, LLP to Hein & Associates, LLP. The letter from
BDO Seidman, LLP required by Section 304 of Regulation
S-B is included herewith.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) - none
(c) Exhibits 16.1 - Letter Reporting Change in Certifying
Accountant from BDO Seidman, LLP
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, hereunto duly authorized.
PHOTONICS CORPORATION
/s/ JAMES T. KOO
By: _________________
James T. Koo
President and Chief
Executive Officer
Date: April 11, 2000
ITEM 16.1
LETTER REPORTING CHANGE IN CERTIFYING ACCOUNTANT
FROM BDO Seidman, LLP
[LETTERHEAD OF BDO Seidman, LLP)
April 10, 2000
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
We have read paragraphs (i), (ii), (iii) and (iv) of Item 4 included in the
Form 8-K/A dated April 20, 2000 of Photonics Corporation filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
/s/ BDO Seidman, LLP
San Jose, California
