SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 6, 1997
Rotary Power International, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-12756 13-3632860
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
P.O. Box 128, Wood-Ridge, New Jersey 07075-0218
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 777-7373
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Not applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
On March 6, 1997, Rotary Power International, Inc. (the "Company") retained
Demetrius & Co. L.L.C. of Wayne, New Jersey, ("Demetrius") as its new
independent accountants, to audit the Company's financial statements for the
year ending December 31, 1996, dismissing Coopers & Lybrand L.L.P. ("Coopers"),
which had served in such capacity prior thereto.
The change in independent accountants was made solely because the Company
and Coopers could not agree on acceptable fees for its services. The Company
retained Demetrius to reduce the costs of such services to the Company. The
Company's decision to change its independent accountants was approved by the
Company's Board of Directors.
The reports of Coopers on the Company's financial statemenrts for the
fiscal years ending December 31, 1994 and 1995 did not contain any adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.
During the Company's two most recent fiscal years and subsequent interim
periods through the date of this report, there were no disagreements between
the Company and Coopers of the type described in Item 304(a)(iv)(A) of
Regulation S-B.
Item 5. Other Events.
Not applicable.
1
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Item 6. Resignations of Registrant's Directors
Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit Number Description
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16.1 Letter from Coopers to the Securities and
Exchange Commission, dated March 10, 1997
Item 8. Change in Fiscal Year.
Not applicable.
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 hereunto duly authorized.
ROTARY POWER INTERNATIONAL, INC.
Date: March 12, 1997 By: /s/ Richard M.H. Thompson
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Name: Richard M.H. Thompson
Title: President &
Chief Executive Officer
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[LETTERHEAD OF COOPERS & LYBRAND L.L.P.]
March 10, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read the statements made by Rotary Power International, 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 dated March 6,
1997. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand, L.L.P.
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Coopers & Lybrand, L.L.P.
