CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report February 26, 1999
Auto-trol Technology Corporation
(Exact name of registrant as specified in its charter)
Colorado 0-9247 84-0515221
(State of Incorporation) (Commission (IRS Employer of
File Number) Identification No.)
12500 North Washington, Denver, Colorado 80241-4919
(Address of Principal executive offices)
Area code (303) 452-4919
(Registrant's Telephone Number including area code)
AUTO-TROL TECHNOLOGY CORPORATION
REPORT ON FORM 8-K
February 26,1999
TABLE OF CONTENTS
PAGE
ITEM 1 Changes in Control of Registrant 1
ITEM 2 Acquisition or Disposition of Assets 1
ITEM 3 Bankruptcy or Receivership 1
ITEM 4 Changes in Registrant's Certifying Accountant 2
ITEM 5 Other Events 2
ITEM 6 Resignations of Registrant's Directors 2
ITEM 7 Pro Forma Financial Information 2
ITEM 8 Change in Fiscal Year 2
Letter from Auditors 3
Signatures 4
AUTO-TROL TECHNOLOGY CORPORATION
ITEM 1 CHANGES IN CONTROL OF REGISTRANT
NONE
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
NONE
ITEM 3 BANKRUPTCY OR RECEIVERSHIP
NONE
ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On February 22, 1999, the Board of Directors of the Registrant approved the
engagement of Gelfond, Hochstadt, Pangburn, P.C., as its independent
auditor for the fiscal year ending September 30, 1999, to replace KPMG LLP.
In connection with the audits of the consolidated financial statements of
Auto-trol Technology Corporation and subsidiaries as of September 30, 1998
and 1997 and for each of the years in the three-year period ended September
30, 1998, and the subsequent interim period through February 22, 1999,
there were no disagreements with KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion
to the subject matter of the disagreement.
The audit reports of KPMG LLP on the consolidated financial statements of
Auto-trol Technology Corporation and subsidiaries as of September 30, 1998
and 1997 and for each of the years in the three-year period ended September
30, 1998, contained an explanatory paragraph stating that affiliates of the
Company's President, Chairman of the Board, and majority shareholder have
provided significant financial support to the Company during 1998, 1997,
1996 and in prior years. The Company will continue to be economically
dependent upon financial support from the shareholder until it achieves
profitable operations. The shareholder has committed, in writing, to
continue providing such financial support at least through December 31,
1999.
The registrant has requested KPMG LLP to furnish it a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the
above statements. A copy of that letter dated February 26, 1999 is filed
as Exhibit 1 to this Form 8-K.
ITEM 5. OTHER EVENTS.
NONE
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
NONE
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
NONE
ITEM 8. CHANGE IN FISCAL YEAR
NONE
[KPMG PEAT MARWICK LLP LETTERHEAD]
February 26, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Auto-trol Technology Corporation
and, under the date of November 24, 1998, we reported on the consolidated
financial statements of Auto-trol Technology Corporation and subsidiaries as of
September 30, 1998 and 1997 and for each of the years in the three-year period
ended September 30, 1998. On February 22, 1999, our appointment as principal
accountants was terminated. We have read Auto-trol Technology Corporation's
statements included under Item 4 of its Form 8-K dated February 26, 1999, and we
agree with such statements, except that we are not in a position to agree or
disagree with Auto-trol Technology Corporation's statement that the change was
approved by the board of directors.
Very truly yours,
KPMG LLP
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
WIDERSIGNED, THEREUNTO DULY AUTHORIZED.
DATE: FEBRUARY 26, 1999 AUTO-TROL TECHNOLOGY CORPORATION
(REGISTRANT)
Is/HOWARD B. HILLMAN
Howard B. Hillman,
Chairman of the Board,
President
(Principal Executive Officer)