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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 18, 1996
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MONTEREY PASTA COMPANY
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
DELAWARE 0-22534-LA 77-0227341
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number)
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353 Sacramento Street, Suite 500
San Francisco, CA 94111
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (415) 397-7782
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
ITEM 4.1
On October 18, 1996, Deloitte & Touche LLP ("D&T") resigned as
independent public accountants for Monterey Pasta Company (the "Company").
D&T's report on the Company's financial statements for 1995 (1) did not
contain an adverse opinion or a disclaimer of opinion and (2) was not
qualified or modified as to uncertainty, audit scope or accounting principles.
D&T advised the Company that its recent registration statement on Form
S-3, should be amended due to recent changes in management and deterioration
of operations. Also the 1995 financial statements incorporated by reference
in that registration statement should include subsequent events disclosures,
regarding such deterioration in operations and management's plans with
respect to these events. D&T will need to evaluate whether or not to modify
its report on the 1995 financial statements to refer to possible substantial
doubt regarding the company's ability to continue as a going concern. At
this time, D&T has not evaluated management's plans and actions concerning
changes relating to future business operations.
There were no disagreements with D&T on any matter of accounting
principles and practices, financial statement disclosure, or auditing scope
or procedure.
D&T is authorized to respond fully to the inquiries of the successor
accountant.
ITEM 4.2
The Company's Board of Directors has engaged the firm of BDO Seidman, LLP
as its independent public accountants effective October 25, 1996. The
Company has not discussed any accounting or audit issues with BDO Seidman, LLP
during the past two years.
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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.
MONTEREY PASTA COMPANY
(Registrant)
Date: October 25, 1996 By: /s/ Stephen J. Kennedy
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Stephen J. Kennedy
Vice President and
Chief Financial Officer
