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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-12912
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CENTENNIAL TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 04-2978400
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
7 LOPEZ ROAD, WILMINGTON, MASSACHUSETTS 01887
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(978) 988-8848
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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TABLE OF CONTENTS
FORM 8-K
July 13, 1998
Item Page
- ---- ----
Item 4. Change in Registrant's Certifying Accountant 2
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits 3
Signature 3
Exhibit Index 4
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This Current Report on Form 8-K is filed by Centennial Technologies,
Inc., a Delaware corporation (the "Registrant"), in conjunction with the matters
described herein.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
In June 1998, the Registrant requested proposals from several
independent accounting firms to provide auditing and tax services for the
Registrant. On July 6, 1998, the Registrant's independent accountants
PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P., which became
PricewaterhouseCoopers LLP ("PwC") on July 1, 1998) advised the Registrant that
they did not intend to submit a proposal. On July 7, 1998, the Registrant
selected Ernst & Young, L.L.P. ("Ernst & Young") and engaged them as independent
auditors. The selection of accountants was made by the Audit Committee of the
Board of Directors of the Registrant. None of the reports of PwC on the
financial statements of the Registrant for either of the past two fiscal years
contained an adverse opinion or a disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles, except for the
report on the financial statements for the nine month period ended March 31,
1997, which noted that significant and recurring losses from operations,
accumulated deficit and the absence of a final shareholder settlement raised
substantial doubt about the Company's ability to continue as a going concern.
In connection with its audits for the two most recent fiscal years and
through July 6, 1998, there have been no disagreements with PwC on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement if not resolved to the satisfaction of
PwC would have caused them to make reference thereto in their report on the
financial statements for such years, except as set forth in the following
paragraphs.
On January 29, 1997, prior to the Registrant's announcement of its
results for the quarter ended December 31, 1996, PwC met with management and
raised questions regarding the treatment of certain accounting transactions
which were included in the Registrant's results. Management agreed to
communicate with the Audit Committee and then with PwC prior to announcing
earnings. On January 30, 1997, the Registrant announced the quarter's earnings,
which included the questioned amounts without informing PwC. As a result of the
announcement, PwC requested a meeting with the Audit Committee to discuss the
disagreements. PwC informed the Audit Committee that they would need to perform
extensive procedures to obtain sufficient information to address the issues
raised in the disagreements, and that, if the Registrant was not willing to
authorize such procedures, PwC would be required to contact the Securities and
Exchange Commission and inform them of the potential misstatement of results.
The Audit Committee directed PwC to expand its procedures, which PwC began
immediately.
On February 10, 1997, the Registrant's Board of Directors reviewed
information that raised significant questions as to whether previously reported
financial results contained material misstatements. A special committee
consisting of independent members of the Registrant's Board of Directors, with
the assistance of outside counsel and PwC, conducted an investigation regarding
the financial statements and business affairs of the Registrant. The results of
the investigation, which included significant restatements of financial
statements for the prior three fiscal years and interim periods, are more fully
described in the Registrant's Form 10-K/A filed in April 1998.
The Registrant had the following "reportable event" as required to be
reported in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange
Act of 1934 with respect to the Registrant's fiscal year ended March 31, 1997.
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Subsequent to the February 10, 1997 review of information as described
above, the Board of Directors took remedial actions with respect to certain
members of senior management, including the termination or suspension of
employment. In connection with these events, PwC advised the Board of Directors
it could no longer rely on representations made by prior management or the
financial statements prepared by prior management.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The exhibits listed in the Exhibit Index filed as part of this report
are filed as part of or are included in this report.
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.
CENTENNIAL TECHNOLOGIES, INC.
By: /s/ L. MICHAEL HONE
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Dated: July 13, 1998 L. Michael Hone
President and Chief Executive Officer
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EXHIBIT INDEX
1 Letter Agreeing with the Statements in Form 8-K
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Exhibit 1
July 13, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Centennial Technologies, Inc.,
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 July 13, 1998. We agree
with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PRICEWATERHOUSECOOPERS LLP
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