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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 4, 1998
FUSION SYSTEMS CORPORATION
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(Exact Name of registrant as specified in its charter)
Delaware 0-23628 52-0915080
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Cleveland, Ohio 44114
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(Address of principal (Zip Code)
executive offices)
(216) 523-5000
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Registrant's telephone number,
including area code
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Item 4. Changes in Registrant's Certifying Accountant.
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On August 5, 1997, Eaton Corporation ("Eaton") acquired 100% of the outstanding
shares of Fusion Systems Corporation ("Registrant"). At the time of the
acquisition, Registrant's independent public accountant was the firm of Arthur
Andersen LLP. Eaton's independent auditors are Ernst & Young LLP. As a result of
its acquisition by Eaton and in order to achieve efficiency and cost savings,
Registrant has replaced Arthur Andersen LLP as its auditors and has appointed
Ernst & Young LLP as successor.
The following information is required under S-K Item 304(a):
(1) (i) Arthur Andersen LLP was dismissed as Registrant's
independent auditor by action of the Board of Directors on
March 4, 1998. The action is effective with respect to the
audit for the year 1997.
(ii) The reports of Registrant's former principal accountants
on the financial statements for both years 1995 and 1996 did
not contain an adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope
or accounting principles.
(iii) The decision to change independent accountants was
approved by Registrant's Board of Directors.
(iv) During the years 1995, 1996 and all subsequent interim
periods prior to the dismissal date, there were no
disagreements with Arthur Andersen 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 Arthur
Andersen LLP, would have caused it to make reference to the
subject matter of the disagreements in connection with its
reports.
(v) None of the events described in S-K Item 304(a)(1)(v) have
occurred.
(2) The new independent auditors for Registrant are Ernst & Young
LLP, commencing with an audit for the year ended December 31,
1997. None of the events described in S-K Item 304(a)(2)(i) or
(ii) have occurred or are applicable.
Item 7. Financial Statements and Exhibits.
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Listed below are the exhibits filed as part of this report:
S-K Exhibit Item 16 (Letter re Change in Certifying
Accountant)(Letter from Arthur Andersen LLP dated
March 9, 1998)
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SIGNATURE
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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 thereunto duly authorized.
FUSION SYSTEMS CORPORATION
By /s/ E. R. Franklin
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E. R. Franklin
Vice President and Secretary
Date: March 9, 1998
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Current Report on Form 8-K dated March 4, 1998
Fusion Systems Corporation
EXHIBIT INDEX
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Exhibit Description
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S-K Exhibit
Number Description Period or Dates
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16 Letter from Arthur Andersen March 4, 1998
LLP dated March 9, 1998
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EXHIBIT 16
ARTHUR ANDERSEN
(Logo)
Arthur Andersen LLP
8000 Towers Crescent Drive
Vienna VA 22182-2725
(703) 734-7300
March 9, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K dated March 4, 1998 of Fusion
Systems Corporation to be filed with the Securities and Exchange Commission and
are in agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
tlm
cc: David M. O'Loughlin, Corporate Counsel, Eaton Corporation
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