U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 15, 1999
Frederick Brewing Co.
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(Exact name of registrant as specified in its charter)
Maryland 0-27800 52-1769647
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
4607 Wedgewood Boulevard
Frederick, Maryland 21703
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(Address of principal executive offices) (Zip Code)
(301) 694-7899
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(Registrant's telephone number, including area code)
The Exhibit Index is located at page 3.
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Item 4. Changes in Registrant's Certifying Accountant.
On October 15, 1999, the Registrant, Frederick Brewing Co.
(the "Company"), dismissed its independent accountant, BDO Seidman, LLP ("BDO")
effective immediately. BDO had served as the Company's independent accountant
and auditor since December 8, 1998. None of the reports of BDO on the financial
statements during its engagement contained an adverse opinion or disclaimer of
opinion, or was modified as to audit scope or accounting principles. The report
issued by BDO on the Company's Form 10-KSB for the year ending December 31, 1998
contained an explanatory paragraph regarding the Company's ability to continue
as a going concern. During the Company's engagement of BDO, there were no
disagreements with BDO on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to BDO's satisfaction would have caused BDO to
make reference to the subject matter of the disagreement in connection with its
report. The Company has requested that BDO furnish it with a letter addressed to
the U.S. Securities and Exchange Commission stating whether it agrees with the
above statements. A copy of that letter is filed as an exhibit to this report.
On October 15, 1999, the Company engaged
PricewaterhouseCoopers, LLP ("PWC") to serve as the Company's independent
accountant and auditor for future periods. Prior to December 7, 1998, PWC had
served as the Company's independent accountant. Except for consultation with the
Company during PWC's prior engagement with the Company, during the Company's two
most recent fiscal years and the subsequent interim period preceding this
engagement of PWC, neither the Company nor anyone on its behalf has consulted
with PWC regarding the application of accounting principles to a specific or
contemplated transaction, or the type of audit opinion that might be rendered on
the Company's financial statements, and no written or oral advice was provided
to the Company that was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial reporting issue.
The Company's dismissal of BDO and engagement of PWC was
approved and ratified by the Company's Board of Directors.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
The following exhibits are filed herewith:
Exhibit No. Description
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16.1 Letter of BDO Siedman, LLP, dated October 21, 1999, to the
U.S. Securities and Exchange Commission.
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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 thereunto duly authorized.
FREDERICK BREWING CO.
By:
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James M. Gehrig
Chief Financial Officer
October 22, 1999
2
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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16.1 Letter of BDO Siedman, LLP, dated October 21, 1999, to the
U.S. Securities and Exchange Commission.
3
Exhibit 16.1
[GRAPHIC OF BDO LETTERHEAD]
October 21, 1999
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Frederick Brewing Co.
Gentlemen:
We have read, and agree with, the description of the termination and other
comments attributed to BDO Seidman, LLP set forth in Item 4 of Form 8-K dated
October 22, 1999, of Frederick Brewing Co.
Very truly yours,
/s/ BDO Seidman, LLP
