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 Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 27, 1998
H.E.R.C. PRODUCTS INCORPORATED
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(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 the date of dismissal, 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 the
date of dismissal, 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 December 7, 1998, is
filed as Exhibit 16.2 to this Form 8-K/A.
(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 to the date of engagement, 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:
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16.1 Letter from BDO Seidman, LLP dated November 2, 1998 (previously filed).
16.2 Letter from BDO Seidman, LLP dated December 7, 1998.
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: December 7, 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 16.2
December 7, 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/A
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
