SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Date of Report (Date of earliest event reported) September 30, 1997
Super Vision International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-23590 59-3046866
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(State of other (Commission (IRS Employer
jurisdiction) File Number) Identification No.)
8210 Presidents Drive, Orlando, Florida 32809
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (407) 857-9900
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
This Amendment No. 1 (the "Amendment") supplements the Report on
Form 8-K filed with the Securities and Exchange Commission ("SEC")
on October 6, 1997 (the "Report")by Super Vision International,
Inc. ("SVII" or the "Registrant") regarding the Changes in
Registrant's Certifying Accountant.
(a) The Registrant terminated its prior certifying accountants,
Coopers & Lybrand L.L.P. ("C&L") on September 30, 1997 for C&L's
continued failure to perform services on a timely basis, lack of
communication with Registrant and C&L's failure, in the
Registrant's judgment, to provide audit services to the Registrant
in a satisfactory manner, and not as a result of any dispute with
C&L concerning accounting issues. The Registrant made numerous
attempts to address C&L's unsatisfactory performance, culminating
in a July 8, 1997 meeting discussing C&L's performance. C&L never
responded to the Registrant's concerns.
Therefore, on October 1, 1997, the Registrant provided a copy
of the Report to C&L for their review 5 days before the filing of
the Report. The Report set forth the Registrant's belief that
during the last two fiscal years and the subsequent interim periods
to the date of the Report, there were no disagreements between SVII
and C&L on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of C&L,
would have caused it to make a reference to the subject matter of
the disagreements in connection with its reports. C&L did not
inform the Registrant that they disagreed with any portion of the
Report prior to October 6, 1997.
C&L forwarded its letter to the Registrant on October 7, 1997,
stating for the first time that C&L did not agree with the
Registrant's Report. The October 7th letter is attached as an
exhibit hereto. Specifically, C&L's October 7th letter stated that
it had a disagreement with the Registrant's management as to the
proposed accounting treatment for a lease (the "Lease") with a
company owned by the Registrant's president for the Registrant's
new headquarters and production facility in Orlando, Florida.
C&L's failure to timely respond to Registrant's communications
necessitated this Amendment.
The issue identified by C&L was whether the Lease should be
accounted for as a capital lease or an operating lease. C&L took
the position that the Lease should be accounted for as a capital
lease. The Registrant, believing it had bona fide arguments that
the Lease should be accounted for as an operating lease, asked
C&L's local office to appeal their determination first to a
regional, and later based on new information, to a national level.
The question during both of these appeals was the appropriate
interpretation of "fair market value" with respect to the Lease.
C&L ultimately determined that the Lease should be accounted for as
a capital lease. The Registrant accepted this final determination
and informed C&L that the Lease would be accounted for in
accordance with C&L's finding. The Company believes that C&L's
October 7th letter finds a dispute where none existed prior to the
Registrant's termination of C&L. C&L's October 7th letter
indicating that they are uncertain as to whether the accounting for
the Lease has been finalized is inaccurate.
The Registrant has authorized C&L to respond fully to
inquiries of the successor accountant concerning the subject matter
of the aforementioned dispute.
(b) Prior to the receipt of C&L's October 7th letter, the
Registrant had requested Ernst & Young LLP ("E&Y") to serve as its
principal accountant. E&Y's acceptance of this representation is
pending.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16. Letter on Change of Certifying Accountant.
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 authorized.
SUPER VISION INTERNATIONAL, INC.
Date: October 9, 1997 By: /s/ Brett M. Kingstone
Brett M. Kingstone
President and Chief Executive
Officer
EXHIBIT 16
October 7, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Super Vision 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 for the month of September, 1997. We do
not agree with the statements concerning our Firm contained in such
Form 8-K. Disagreements with the Company relating to matters that
would have led to reference thereto in our report if such matters
had not been resolved to our satisfaction follow:
There was a disagreement with the Company's management as to the
proposed accounting treatment for a lease with a company owned by
the Company's president for the Company's new headquarters and
production facility in Orlando, Florida. Usage of the leased
property began in the quarter ended September 30, 1997. We are
uncertain as to whether the accounting for this new lease has been
finalized.
Very truly yours,
COOPERS & LYBRAND L.L.P.
