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 (Date of earliest event reported): August 1, 2000 CADEMA CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-9614 88-0160741 - ---------------------------- ------------ ------------------- (State or Other jurisdiction (Commission (IRS Employer of Incorporation File No.) Identification No.) c/o Number one Corporation, 50 Washington St., Norwalk CT 06854 - --------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrants telephone Number (including area code) (203) 854-6711 Former name or former address, if changed since last report: Not Applicable 2 FORM 8-K Item 1. Changes in Control of Registrant Not Applicable Item 2. Acquisition or Disposition of Assets Not Applicable Item 3. Bankruptcy or Receivership Not Applicable Item 4. Change in Registrant's Certifying Accountant. 1. On August 1, 2000, the Company was notified that Rudolph, Palitz LLC had merged with McGladrey & Pullen, LLP and that Rudolph, Palitz LLC would no longer be the auditor for the Registrant. McGladrey & Pullen, LLP was appointed as the Registrant's new auditor. 2. The auditor's reports from Rudolph, Palitz LLC for the Registrant's past two fiscal 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. 3. The decision to engage McGladrey & Pullen, LLP was not approved by the Board of Directors. 4. During the Registrant's two most recent fiscal years and the subsequent interim period preceding the change, there have been no disagreements with Rudolph, Palitz LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. 5. The Registrant has requested Rudolph, Palitz LLC to furnish a letter addressed to the Commission stating whether it agrees with the statements made in this Item. Such letter is included in an exhibit to this Form 8K. 3 Item 6. Resignations of Registrant's Directors Not Applicable Item 7. Financial Statements and Exhibits Not Applicable Item 8. Change in Fiscal Year Not Applicable SIGNATURES 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 authorized. Cadema Corporation /s/ Roger D. Bensen ------------------------------ Date: August 4, 2000 Roger D. Bensen Chairman of the Board and Chief Executive Officer 4 Securities and Exchange Commission Washington, D.C. 20549 Gentleman: We were previously the independent accountants for Cadema Corporation, and on February 8, 2000 we reported on the consolidated financial statements of Cadema Corporation and subsidiary as of and for the three years ended December 31, 1999. On August 1, 2000 we informed Cadema Corporation that we had merged with McGladrey & Pullen, LLP and we would no longer be the independent accountants of Cadema Corporation. We have read Cadema Corporation's statements included under Item 4 of its Form 8-K for August 4, 2000 and we agree with such statements. Rudolph, Palitz LLC Blue Bell, Pennsylvania August 4, 2000