<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAY 9, 2000
-----------
Date of report (Date of earliest event reported)
IONIC FUEL TECHNOLOGY, INC.
---------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
--------
(State or Other Jurisdiction of Incorporation)
1-13234 06-1333140
------- ----------
(Commission File Number) (IRS Employer Identification No.)
330 DELAWARE AVENUE, WILMINGTON, DELAWARE 19801-1622
- ----------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
302-427-5957
------------
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
--------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
INFORMATION INCLUDED IN THIS REPORT
Items 1 through 3, 5, 6 and 8 Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
On May 8, 2000 the Audit Committee of the Registrant's Board of Directors
recommended, and the Registrant's Board of Directors approved, the engagement of
the independent certified public accounting firm of BDO Seidman LLP to audit the
consolidated financial statements of the Registrant for the year ending June 30,
2000. Accordingly, the Registrant has accepted the resignation of Ernst & Young
LLP and their engagement as the Registrant's independent auditors will be
discontinued effective immediately.
The report of Ernst & Young LLP on the Registrant's consolidated financial
statements for the fiscal year ended June 30, 1998 did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles. The report of Ernst & Young
LLP on the Registrant's consolidated financial statements for the fiscal year
ended June 30, 1999 was modified by an explanatory paragraph related to the
Registrant's ability to continue as a going concern.
In connection with the audits of the Registrant's consolidated financial
statements for each of the two fiscal years ended June 30, 1999, there were no
disagreements between the Registrant and Ernst & Young LLP on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Ernst & Young
LLP, would have caused Ernst & Young LLP to make reference to the matter in
their reports.
The Registrant requested Ernst & Young LLP to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not Ernst
& Young LLP agrees with the above statements, which letter is attached as
Exhibit 1.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Number Exhibit
------ -------
1 Letter of Ernst & Young LLP
regarding change in certifying
accountant
<PAGE>
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, thereunto duly authorized.
Dated: May 9, 2000 IONIC FUEL TECHNOLOGY, INC.
/s/ Anthony J. S. Garner
-----------------------------
By: Anthony J. S. Garner
Its: President and Chief Executive Officer
<PAGE>
Exhibit 1
May 8, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated May 8, 2000, of Ionic Fuel Technology,
Inc. and are in agreement with the statements contained therein.
/s/ Ernst & Young LLP
Stamford, Connecticut
