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: August 27, 1997
(Date of Earliest Event Reported): (August 22, 1997)
TELTRONICS, INC.
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(Exact Name of Registrant as specified in its charter)
Delaware 0-17893 59-2937938
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
Incorporation) Number)
2150 Whitfield Industrial Way, Sarasota, Florida 34243-9706
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(941) 753-5000
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) (1) In accordance with Item 304 of Regulation S-B,
Teltronics, Inc. (The "Registrant") hereby reports a change in its
principal accountant to audit its financial statements for the
fiscal year ending December 31, 1997.
(i) The Registrant's former accountant,
Millward & Co., was dismissed as of August 22, 1997.
(ii) Millward & Co.'s reports on financial
statements for the Registrant's two most recent fiscal years ending
December 31, 1996 and 1995, contained no adverse opinion or
disclaimer of opinion, nor were such reports qualified or modified
as to uncertainty, audit scope or accounting principles.
(iii) The decision to change accountants was
approved by the Registrant's Board of Directors.
(iv) (A) During the Registrant's two most
recent fiscal years ending December 31, 1996 and 1995, and during
the interim period from December 31, 1996 to August 22, 1997, there
were no disagreements with any opinion of Millward & Co. on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreement(s),
if not resolved to the satisfaction of Millward & Co., would have
caused it to make a reference to the subject matter of the
disagreement(s) in its report on the Registrant's financial
statements.
(B) Not applicable.
(C) Not applicable.
(D) Not applicable.
(E) The Company has authorized
Millward & Co., to respond fully to the inquiries of the successor
accountants, Ernst & Young LLP, concerning these matters.
(b) (1) The Registrant has engaged Ernst & Young LLP,
which maintains an office in Tampa, Florida, as principal
accountants and auditors of its financial statements as of August
22, 1997. Prior to engaging Ernst & Young, the Registrant had not
consulted Ernst & Young regarding the application of accounting
principles to a specific transaction or the type of audit opinion
that might be rendered on the Registrant's financial statements. The
Registrant has requested, prior to filing this Report on Form 8-K, that
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Ernst & Young review the disclosure contained herein and
provided Ernst & Young with the opportunity to attach as an exhibit
to this Report on Form 8-K a letter addressed to the Commission
containing any new information, clarification of the particulars in
which it does not agree with the statements made herein.
(c) (1) The Registrant has provided Millward & Co. With
a copy of this disclosure and such firm has provided the Registrant
with a letter addressed to the Commission stating that it agrees
with the Registrant in response to Item 304(a) of Regulation S-B.
The Registrant is filing the letter of Millward & Co. as an Exhibit
to this Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Listed below the financial statements, pro forma financial
information and exhibit, if any, filed as a part of this report.
EXHIBITS:
16 Auditor's letter dated August 22, 1997.
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SIGNATURES
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.
Teltronics, Inc.
(Registrant)
Dated: August 27, 1997 By: Mark E. Scott
Vice President of Finance,
Secretary and Treasurer
EXHIBIT 16
MILLWARD & CO.
2745 W. Cypress Creed Rd.
Ft. Lauderdale, FL 33309
August 22, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We were previously principal accountants for Teltronics, Inc. and on March 13,
1997, we reported on the consolidated financial statements of Teltronics, Inc.
and subsidiaries as of and for the two years ended December 31, 1996. On
August 22, 1997, we were dismissed as principal accountants of Teltronics, Inc.
and subsidiaries. We have read Teltronics' statements included under Item 4 of
its form 8-K for August 22, 1997, and we agree with such statements.
Very truly yours,
MILLWARD & CO.
