1
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
October 14, 1996
STRATFORD ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
0-26112 41-1759882
(Commission File No.) (IRS Employer ID)
5420 North Service Road, Fifth Floor
Burlington, Ontario Canada L7L 6C7
(Address of principal executive offices and Zip Code)
(905) 319-6411
(Registrant's telephone number, including area code)
2
ITEM 4. CHANGE OF REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) At its board meeting on October 14, 1996, the Board of
Directors of the Registrant engaged Terrence J. Dunne, Certified
Public Accountant, as its independent auditor for 1996. Mr. Dunne
accepted such engagement on October 15, 1996.
(b) On October 7, 1996, the accounting firm of Scott Hatfield
+ Associates, P.S. ("Hatfield") resigned as the Company's
independent auditors as a result of disagreements on matters of
accounting principles and practices, financial disclosure, and
reportable events.
(c) The United States Securities and Exchange Commission has
made inquiries of the Company related to certain accounting and
financial reporting issues as reported in its quarterly filings.
The accounting information contained in the quarterly reports had
previously been submitted to Hatfield for their review. In each
instance, Hatfield approved the accounting information contained in
said quarterly reports. Prior to the Commission raising the issues
referred to above, Hatfield delivered their unqualified audited
opinion to the Company and on August 7, 1996, authorized the
release of portions of the information contained therein to the
public. Relying on Hatfield's representations, the Company
released such information. Subsequent to the inquiries of the
Commission, Hatfield, withdrew their audit opinion.
(d) Prior to the foregoing, the reports on the financial
statements prepared by Hatfield have contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(e) The Company has requested Hatfield to furnish it with a
letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the statements made by the Registrant
in response to this Item 4 and, if not, stating the respects in
which it does not agree. The Registrant delivered a copy of this
Form 8-K report to Hatfield on October 15, 1996, via facsimile.
The Registrant will file by amendment, as an exhibit to this Form
8-K report, a copy of such letter if and when it receives the same.
ITEM 5. OTHER EVENTS
On October 14, the following individuals were appointed to the
Board of Directors of the Company:
3
A. Roy MacMillan - Vice President of Marketing and a member of the
Board of Directors
Mr. MacMillan graduated from the University of Western Ontario
(history and Economics). His career embraces an unusual mix of
Canadian Government service, senior corporate executive roles,
successful private enterprises plus senior responsibilities in
international financial institutions. Mr. MacMillan founded and
managed successful companies in light construction and information
management and served as Vice President with Brascan International
Trading. His foreign service career took him to Western Europe for
four years and he subsequently established and managed the Canadian
Economic Assistance Program in English-speaking Africa. He then
served three years on the Board of Directors of the World Bank.
Since 1989, Mr. MacMillan served as Advisor, Finance, for the
Canadian International Development Agency in Western Canada;
Advisor, project development and project finance for Ontario Hydro
International ($100 million investment in Peru electricity) 1992-1994;
and established a company in Atlanta, now under negotiation
for sale, which holds patents for innovative designs for Nuclear
Spent Fuel Containment.
Mrs. Monaco, B.A., L.L.B., is a graduate of the University of
Toronto and Osgoode Hall Law School, and was called to the Ontario
Bar in 1963. Since then she has had extensive experience both in
private law and public law, in business and in politics, and has
served on various Ontario and Canadian Government Boards and
Tribunals. From January 1990 to January 1993, she co-owned and
operated an import/export business out of Italy and Saudi Arabia.
She was also active in politics, having run twice as a candidate,
the last time being in the Canadian federal election in October
1993.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
On October 8, 1996, Jan Sulkiewicz and Barry Alter resigned as
members of the Board of Directors. Mr. Sulkiewicz did not resign
his position as Vice President. Mr. Alter did not have any dispute
with the Company operations, policies or practices. Mr.
Sulkiewicz, however, desired to be freed of his Director's
responsibilities to have more time to focus his energies on product
development, Mr. Sulkiewicz has been relieved of this office of
Vice President and has been appointed Manager, Product Development.
Mr. A. Roy MacMillan has been appointed a Director of the
Company and has been appointed Vice President of Marketing. Ms.
Lee Monaco has been appointed a Director of the Company and has
been appointed Secretary and will also be Director of Investor
Relations and Administration.
4
SIGNATURE
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.
STRATFORD ACQUISITION CORP.
BY: /s/ Arthur Smith, President
DATED: October 10, 1996.