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UNITED STATES
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 6, 1996
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ZYCON CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 33-95284 94-2348052
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
445 El Camino Real, Santa Clara, CA 95050
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(Address of principal executive offices)
Registrant's telephone number, including area code (408) 241-9900
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(Former name or former address, if changed since last report.)
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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
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accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, or a reportable event as defined in Regulation S-K,
Section 229.304(a)(2).
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits.
16 Letter from KPMG Peat Marwick, L.L.P. (To be filed with the
Commission within 10 business days from the date of the
filing of this Form 8-K).
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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.
ZYCON CORPORATION
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(Registrant)
Date: December 12, 1996. /s/ Kenneth R. Shilling
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Kenneth R. Shilling,
Vice President, Finance and
Chief Financial Officer
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