<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 6, 1996
ZYCON CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-95284 94-2348052
- --------------------------------------------------------------------------------
(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
445 El Camino Real, Santa Clara, CA 95050
------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (408) 241-9900
---------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
-1-
<PAGE> 2
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On December 4, 1996, Zycon Corporation, a Delaware corporation (the
"Company") entered into a definitive Agreement and Plan of Merger (the "Merger
Agreement") with Hadco Corporation, a Massachusetts corporation ("Parent") and
Hadco Acquisition Corp., a Delaware corporation and a direct wholly-owned
subsidiary of Parent ("Purchaser"), pursuant to which Purchaser has agreed to
acquire the Company. In accordance with the Merger Agreement, on December 11,
1996, Purchaser commenced a cash tender offer for all outstanding shares of the
Company's common stock (the "Share" or "Shares") at a price of $18.00 per Share.
The Merger Agreement provides that, following completion of the tender offer,
Purchaser will be merged with and into the Company, with the Company surviving
the merger as a wholly-owned subsidiary of Parent (the "Merger").
In connection with the above-described Merger, the Company dismissed
its independent public accountant, KPMG Peat Marwick, L.L.P., on December 6,
1996. Such dismissal was made at Purchaser's request.
None of KPMG Peat Marwick, L.L.P's reports on the Company's financial
statements for either of the past two years contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles. On December 12, 1996, the Company's Audit
Committee of the Board of Directors ratified the dismissal of KPMG Peat Marwick,
L.L.P. During the Company's two most recent fiscal years and the subsequent
interim period preceding the Company's dismissal of KPMG Peat Marwick, L.L.P.,
there have been no disagreements with KPMG Peat Marwick, L.L.P. on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
KPMG Peat Marwick, L.L.P., would have caused KPMG Peat Marwick, L.L.P. to make
reference to the subject matter of the disagreement in connection with its
report.
(b) On December 12, 1996, Arthur Andersen, L.L.P. was engaged
by the Company as the principal accountant to audit the Company's financial
statements. During the Company's two most recent fiscal years and the subsequent
interim period prior to engaging Arthur Andersen, L.L.P., neither the Company
nor anyone on its behalf, consulted Arthur Andersen, L.L.P. regarding (1) either
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 Company's financial statements, and either a written report was provided to
the Company or oral advice was provided that Arthur Andersen, L.L.P. concluded
was an important factor considered by the Company in reaching a decision as to
the accounting, auditing or financial reporting issue; or (2) any matter that
was the subject of a disagreement on any matter of accounting principles or
practices, financial statement disclosure, or
-2-
<PAGE> 3
auditing scope or procedures, or a reportable event as defined in Regulation
S-K, Section 229.304(a)(2).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
16 Letter from KPMG Peat Marwick, L.L.P., dated December
17, 1996, is included in this Form 8-K/A on page 5.
-3-
<PAGE> 4
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.
ZYCON CORPORATION
-------------------------------
(Registrant)
Date: December 23, 1996
/S/ Kenneth R. Shilling
-------------------------------
Kenneth R. Shilling,
Vice President, Finance and
Chief Financial Officer
-4-
<PAGE> 1
EXHIBIT 16
[KPMG PEAT MARWICK LLP LETTERHEAD]
December 17, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Zycon Corporation (the Company)
and, under the date of January 19, 1996, we reported on the consolidated
financial statements of Zycon Corporation and subsidiary as of and for the
years ended December 31, 1995 and 1994, and for each of the years in the
three-year period ended December 31, 1995. On December 6, 1996, our appointment
as principal accountants was terminated. We have read the Company's statements
included under Item 4 of its Form 8-K dated December 6, 1996, and we agree with
such statements, except that we are not in a position to agree or disagree with
the Company's statements that (i) on December 4, 1996, the Company entered into
a definitive Agreement and Plan of Merger with Hadco Corporation and Hadco
Acquisition Corporation, pursuant to which Hadco Acquisition Corporation has
agreed to acquire the Company; (ii) our dismissal was made at Hadco Acquisition
Corporation's request; (iii) on December 12, 1996, the Company's Audit
Committee of the Board of Directors ratified our dismissal; (iv) on December
12, 1996, Arthur Andersen LLP was engaged by the Company as the principal
accountant to audit the Company's consolidated financial statements; and (v)
during the Company's two most recent fiscal years and the subsequent interim
period prior to engaging Arthur Andersen LLP, neither the Company, nor anyone
on its behalf, consulted Arthur Andersen LLP regarding (1) either 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 Company's consolidated financial statements, and either a written report
was provided to the Company or oral advice was provided that Arthur Andersen
LLP concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or (2)
any matter that was the subject of a disagreement on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, or a reportable event as defined in Item 304(a)(2) of Regulation
S-K.
Very truly yours,
KPMG Peat Marwick LLP
-5-
