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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 Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 27, 1998
H.E.R.C. PRODUCTS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-13012
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(State or other jurisdiction of incorporation) (Commission File No.)
2202 W. Lone Cactus Drive # 15
Phoenix, Arizona 85027-2621
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(Address of principal executive offices)
Registrant's telephone number, including area code:(602) 492-0336
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Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On October 27, 1998, HERC Products Incorporated ("Registrant"),
dismissed BDO Seidman, LLP as its independent accountants.
(ii) The reports of BDO Seidman, LLP on the consolidated financial
statements for the past two fiscal years contained no adverse opinion or
disclaimer of opinion but were modified as to uncertainty regarding substantial
doubt about the ability of the Registrant to continue as a going concern.
(iii) The Registrant's Board of Directors participated in and approved the
decision to change independent accountants on October 27, 1998.
(iv) In connection with its audits for the two most recent fiscal years and
through June 30, 1998, there have been no disagreements with BDO Seidman, LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of BDO Seidman, LLP would have caused them to make reference
thereto in their report on the consolidated financial statements for such years.
(v) During the two most recent fiscal years and through June 30, 1998,
there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(vi) The Registrant has requested that BDO Seidman, LLP furnish it with a
letter addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated November 2, 1998, is filed as Exhibit
16.1 to this Form 8-K.
(b) New independent accountants
The Registrant engaged Arthur Andersen LLP as its new independent
accountants as of October 27, 1998. During the two most recent fiscal years and
through June 30, 1998, the Registrant has not consulted with Arthur Andersen,
LLP regarding either (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Registrant's consolidated financial statements, and
either a written report was provided to the Registrant or oral advice was
provided that Arthur Andersen, LLP concluded was an important factor considered
by the Registrant in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.
Item 7. Financial Statement and Exhibits
(c) The following documents are filed herewith as exhibits:
16.1 Letter from BDO Seidman, LLP dated November 2, 1998.
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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.
H.E.R.C. PRODUCTS INCORPORATED
/s/ S. Steven Carl
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Name: S. Steven Carl
Title: President
Date: November 2, 1998.
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BDO Seidman, LLP
205 N. Michigan Avenue, Suite 2100
Chicago, Illinois 60601
Telephone: (312) 856-9100
Fax: (312) 856-1379
Exhibit 16.1
November 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: H.E.R.C. Products Incorporated
Ladies and Gentlemen:
We have been furnished with a copy of the response to Item 4 of the Form 8-K for
the event that occurred on October 27, 1998, to be filed by our former client,
H.E.R.C. Products Incorporated. We agree with the statements made in response to
that Item insofar as they relate to our Firm.
Yours very truly,
/s/ BDO Seidman, LLP.
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BDO Seidman, LLP
