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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
August 6, 1996
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Date of Report (Date of earliest event reported)
SYS
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(Exact name of registrant as specified in its charter)
California 0-4169 95-2467354
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(State or other (Commission (IRS Employer
jurisdiction of File Number) I.D. Number)
Incorporation)
6363 Greenwich Drive, San Diego, California 92122
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(Address of principal executive office (Zip Code)
(619) 587-0484
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changes since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) (1) (i) The Registrant dismissed the accounting firm of Ernst & Young on
August 5, 1996. Ernst & Young was previously engaged as the principal
accountant to audit the Registrant's financial statements since its fiscal year
1987.
(ii) There have been no adverse opinions, disclaimers of opinion or
qualifications or modifications as to uncertainty, audit scope or accounting
principles regarding the reports of Ernst & Young on the Registrant's financial
statements within the two most recent fiscal years or the subsequent interim
period.
(iii) The decision to change accountants was recommended by the
audit committee and Board of Directors of the Registrant.
(iv) There were no material disagreements with Ernst & Young on any
matter of accounting principles or practice, financial statement disclosure or
auditing scope or procedure within the two most recent fiscal years and the
subsequent interim period.
(v) The term "Disagreements" as used in this 8-K shall be interpreted
broadly, to include any difference of opinion concerning any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which (if not resolved to the satisfaction of the former
accountant) would have caused it to make reference to the subject matter of the
disagreement in connection with its report. It is not necessary for there to
have been argument to have had a disagreement, merely a difference of opinion.
For purposes of this 8-K, however, the term disagreements does not include
initial differences of opinion based on incomplete facts or preliminary
information that was later resolved to the former accountant's satisfaction by,
and providing the Registrant and the accountant do not continue to have a
difference of opinion upon, obtaining additional relevant facts or information.
(vi) During the two most recent fiscal years and the subsequent
interim period preceding, there were no "Reportable Events" as set forth in Item
304(a)(1)(v) of Regulation S-K.
(2) The Registrant has engaged the accounting firm of J.H. Cohn LLP on
August 6, 1996, as the principal accountant to audit the Registrants'
financial statements. Neither the Registrant nor someone acting on its
behalf has consulted J.H. Cohn LLP during the Registrant's two most recent
fiscal years and any subsequent interim period prior to engaging them
regarding the:
(i) application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Registrant's financial statements, and neither a written report
was provided to the
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Registrant nor was any oral advice provided that J.H. Cohn LLP concluded was an
important factor considered by the Registrant in reaching a decision as to the
accounting, auditing or financial reporting issue, or
(ii) any matter that was either the subject of a disagreement as
defined above in Section (a)(1)(iv) of this Form 8-K, or a Reportable Event
as defined above in this Form 8-K.
(3) The Registrant has requested Ernst & Young to furnish the Registrant
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Registrant above, and if not,
to state the respects in which it does not agree. The Registrant shall provide
Ernst & Young with a copy of this Form 8-K no later than the day this Form 8-K
is filed with the Securities and Exchange Commission. The Registrant shall file
Ernst & Young's letter as an exhibit in this Form 8-K. If Ernst & Young is
unavailable at the time of filing this 8-K, the Registrant will request Ernst &
Young to provide the letter as promptly as possible so that the Registrant can
file the letter with the SEC within ten (10) business days after the filing of
this Form 8-K. (A copy of the letter from Ernst & Young will be filed as
Exhibit "16" to this Form 8-K.)
Item 7. EXHIBITS
Exhibit 16 - Letter from Ernst & Young to SEC re these 8-K statements.
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Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SYS
a California corporation
DATE: August 6, 1996 /s/ Lawrence L. Kavanau
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Lawrence L. Kavanau
Chairman and
Chief Executive Officer
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[LETTERHEAD]
Exhibit 16
August 6, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated August 5, 1996 of SYS corporation and
are in agreement in with the statements contained in the paragraphs
(a)(1)(i) to (vi) therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
