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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report Pursuant Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 26, 2002
OPTELECOM, INC.
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(Exact Name of Registrant as
Specified in its Charter)
DELAWARE 52-1010850
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(State of Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
9300 GAITHER ROAD GAITHERSBURG, MD, 20877
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(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (301) 840-2121
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous Independent Accountants.
On April 26, 2002 Optelecom, Inc. (the "Company") dismissed Deloitte & Touche
LLP ("D&T") as its independent auditors. D&T's reports on the Company's
financial statements for the past two years did not contain an adverse opinion
or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles. The decision to change
accountants was approved by the Audit Committee of the Company's Board of
Directors based upon a review of fee proposals for the upcoming fiscal year and
the Company's Board of Directors.
During the Company's two most recent fiscal years and any subsequent interim
period preceding the dismissal of D&T, there were no disagreements with D&T on
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of D&T, would have caused them to make reference to
the subject matter of such disagreements in connection with their reports;
and there were no reportable events, as listed in Item 304 (a)(1)(v) of
Regution S-K.
The Company has provided D&T with a copy of these disclosures. Attached as
Exhibit 16 to this Form 8-K is a copy of D&T's letter, dated May 1, 2002,
stating its agreement with such statements.
(b) New Independent Accountants.
The Company engaged Ernst & Young LLP ("E&Y") to act as its independent
auditors, effective May 3, 2002. During the Company's two most recent fiscal
years and any subsequent interim period prior to engaging E&Y, the Company has
not consulted E&Y regarding either: (i) 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 E&Y
did not provide either a written report or oral advice to the Company that E&Y
concluded was an important factor considered by the Company 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 or a reportable event,
each as defined in Item 304 of Regulation S-K. However, E&Y has provided due
diligence services in connection with proposed and/or consummated investment
transactions by the Company and its affiliates.
Item 7. Exhibits
(a) Exhibit.
16 Deloitte & Touche's letter dated May 1, 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
OPTELECOM, INC.
Date: May 3, 2002 By /s/ EDMUND LUDWIG
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Edmund Ludwig
Director and President and CEO
Date: May 3, 2002 By /s/ JAMES ARMSTRONG
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James Armstrong
Director and Vice President of Finance
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