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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): DECEMBER 16, 1997
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PENDA CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation
33-77728 65-0463658
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(Commission File Number) (IRS Employer Identification No.)
2344 WEST WISCONSIN STREET
PORTAGE, WISCONSIN 53901-0449
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (608) 742-5301
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The accounting firm of Coopers & Lybrand LLP ("Coopers & Lybrand")
represented Penda Corporation (the "Company") as its independent
accountants during calendar years 1995 and 1996 and the interim
periods in 1997, and was dismissed by the [Audit Committee of the]
Company's Board of Directors on December 16, 1997. During the
Company's two most recent calendar years and all subsequent interim
periods, there were no (i) disagreements between the Company and
Coopers & Lybrand 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 Coopers &
Lybrand, would have caused it to make reference to the subject matter
of the disagreement in connection with its reports, or (ii) reportable
events as defined in paragraph (a)(1)(v) of Item 304 of Regulation
S-K. Coopers & Lybrand's reports on the financial statements of the
Company for the two most recent calendar years did not contain an
adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope, or accounting principles. The
Company's Audit Committee of the Board of Directors appointed Ernst &
Young LLP ("Ernst & Young") on December 16, 1997 as the Company's
independent accountants for calendar year 1997. During the Company's
two most recent years and all subsequent periods, Ernst & Young was
not consulted regarding any matters set forth in paragraphs (a)(2)(i)
or (ii) of Item 304 of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) & (b) None.
(c) Exhibits
16 Acknowledgment Letter from Coopers & Lybrand LLP
regarding its dismissal as the Company's independent public
accountants.
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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.
PENDA CORPORATION
Dated: December 16, 1997 By: /s/ Jack L. Thompson
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Jack L. Thompson, President and
Chief Executive Officer
(Principal Executive Officer)
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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.
PENDA CORPORATION
Dated: December 16, 1997 By: /s/ Jack L. Thompson
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Jack L. Thompson, President and
Chief Executive Officer
(Principal Executive Officer)
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EXHIBIT 16
December 16, 1997
Chief Accountant
Securities and Exchange Commission
Washington, D.C. 20549
Dear Sirs:
We have read Item 4 included in the attached Form 8-K dated December 16, 1997 of
Penda Corporation to be filed with the Securities and Exchange Commission and
are in agreement with the statements contained therein.
Very truly yours,
/s/ Coopers & Lybrand LLP
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COOPERS & LYBRAND LLP
