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April 13, 1995
Securities and Exchange Commission
Division of Corporate Finance
Judicary Plaza
450 Fifth Street, NW
Washington, DC 20549
re: Hurco Companies, Inc.
Form 8-K/A
Commission File Number 0-9143
Gentlemen and Madam:
On behalf of Hurco Companies, Inc. (the "Company"), enclosed for filing with the
Commission is one copy of an amendment to the Company's Current Report on Form
8-K originally dated July 25, 1994. The 8-K/A includes amendments responding to
comments received from the Staff in a letter dated April 3, 1995.
Sincerely,
Roger J. Wolf
Senior Vice President
Secretary, Treasurer and
Chief Financial Officer
FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 25, 1994
HURCO COMPANIES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 0-9143 35-1150732
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE TECHNOLOGY WAY
INDIANAPOLIS, INDIANA 46268
(Address of principal executive offices)
Registrant's telephone number, including area code: (317) 293-5390
--------------
NOT APPLICABLE
(Former name or former address, if changed since last report
Page 1 of 7 Pages
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On July 25, 1994, the Registrant's Board of Directors selected Arthur Andersen &
Co. ("AA") as the Registrant's independent accountants for the year ended
October 31, 1994. Coopers & Lybrand ("C&L") previously served as the
Registrant's independent accountant. The decision to employ AA also constituted
a decision by the Board of Directors to dismiss C&L as the Registrant's
independent accountants as of July 25, 1994.
C&L's report on the Registrant's consolidated financial statements contained in
the Annual Report on Form 10-K for the fiscal year ended October 31, 1992, did
not contain an adverse opinion, a disclaimer of opinion or any qualification as
to the uncertainty, scope or accounting principles. As originally filed on
February 15, 1994, C&L's report on the Registrant's consolidated financial
statements contained in the Annual Report on Form 10-K for the fiscal year ended
October 31, 1993 contained two modifications. The first modification stated that
the financial statements were prepared assuming that the Registrant would
continue as a going concern and that until a proposed refinancing of the
Registrant's debt facilities was completed, substantial doubt about the
Registrant's ability to continue as going concern existed. The second
modification stated that a shareholder lawsuit seeking class action
certification had been filed against the Registrant in February 1994 and that no
provision for any liability relating to such matter had been recognized in the
financial statements. C&L's report on the Registrant's consolidated financial
statements was modified in the Registrant's Annual Report on Form 10-K/A as
filed with the Commission on March 28, 1994. The modified report replaced the
first modification described above with a different modification. The modified
report stated that the Registrant had incurred significant losses from
operations in 1993 and 1992 and was implementing a plan for restructuring its
operations and, after initially filing its Form 10-K, had entered into new loan
agreements to cure certain violations of financial covenants. The modified
report deleted the modification expressing substantial doubt about the Company's
ability to continue as a going concern. The second modification concerning the
February 1994 lawsuit was not changed in the modified report.
The decision to change accountants was recommended by the Registrant's audit
committee and approved by the entire Board.
The Registrant believes that, since November 1, 1991, there have been no
disagreements with C&L on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of C&L, would have caused C&L
to make a reference to the subject matter of the disagreements in connection
with its reports.
Page 2 of 7 Pages
The Registrant also believes that, since November 1, 1991:
(a) C&L has not advised the Registrant that the internal controls necessary for
the Registrant to develop reliable financial statements do not exist;
(b) C&L has not advised the Registrant that information has come to C&L's
attention that led it to no longer be able to rely on management's
representations, or that has made it unwilling to be associated with the
financial statements prepared by management;
(c)
(i) C&L has not advised the Registrant of the need to expand significantly
the scope of its audit, or that information has come to C&L's attention at
any time since November 1, 1991, that if further investigated may (A)
materially impact the fairness or reliability of either: a previously
issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal period(s)
subsequent to October 31, 1993 (including information that may prevent C&L
from rendering an unqualified audit report on those financial statements),
or (B) cause it to be unwilling to rely on management's representations or
be associated with the Registrant's financial statements; and
(ii)due to C&L's non-reappointment as independent auditor, or for any other
reason, C&L did not so expand the scope of its audit or conduct such
further investigation; or
(d)
(i) C&L has not advised the Registrant that information has come to C&L's
attention that it has concluded materially impacts the fairness or
reliability or either (A) a previously issued audit report or the
underlying financial statements, or (B) the financial statements issued or
to be issued covering the fiscal period(s) subsequent to October 31, 1993
(including information that, unless resolved to C&L's satisfaction, would
prevent it from rendering an unqualified audit report on those financial
statements); and
(ii)due to C&L's non-reappointment as independent auditor, the issue has
not been resolved to C&L's satisfaction prior to such event.
The Registrant furnished C&L with a copy of the above disclosures and requested
C&L to furnish it with a letter addressed to the Commission stating whether it
agreed with the statements made by Registrant and, if not, stating the respects
in which it does not agree. A copy of C&L's letter is included herein as Exhibit
16.
Page 3 of 7 Pages
The Registrant has not consulted AA at any time since November 1, 1991 regarding
either:
(a) 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 Registrant's financial statements, and either a written report was provided
to the Registrant or oral advice was provided that AA concluded was an important
factor considered by the Registrant in reaching a decision as to the accounting,
auditing or financial reporting issue; or
(b) any matter that was either the subject of a disagreement (as defined in
paragraph 304 (a) (1) (iv) of Regulation S-K and the related instructions to
such item) or a reportable event (as described in paragraph 304 (a) (1) (v) of
Regulations S-K).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
None
Exhibits
See Index to Exhibits on page 6 of this report.
Page 4 of 7 Pages
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 thereunto duly authorized.
Dated: April 13, 1995
HURCO COMPANIES, INC.
By: /S/ ROGER J. WOLF
-------------------
Roger J. Wolf,
Senior Vice President
Secretary, Treasurer and
Chief Financial Officer
Page 5 of 7 Pages
INDEX TO EXHIBITS
Page Number
Exhibit No. Description In This Filing
---------- ------------------- --------------
16 Letter of Coopers & 7
Lybrand
Page 6 of 7 Pages
EXHIBIT 16
April 13, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statement by Hurco Companies, Inc. (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K dated July 28, 1994 and amended by the Company's
Form 8-K/A dated April 13, 1995. We agree with the statements concerning our
Firm in such Form 8-K/A.
Very truly yours,
/S/ COOPERS & LYBRAND
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Coopers & Lybrand
Page 7 of 7 Pages