-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IZrsdY7QlcN8+IFO5b23WeEuRNvbi/XDT7WJ2Oh8qvfnIDaxQEuigypLZ+bUkwAM m/z2ZNL5xxa1t6uQUB8aTw== 0000950115-98-001469.txt : 19980821 0000950115-98-001469.hdr.sgml : 19980821 ACCESSION NUMBER: 0000950115-98-001469 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980813 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980820 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICC TECHNOLOGIES INC CENTRAL INDEX KEY: 0000756502 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 232368845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-13865 FILM NUMBER: 98695171 BUSINESS ADDRESS: STREET 1: 330 WARMINSTER RD CITY: HATBORO STATE: PA ZIP: 19040 BUSINESS PHONE: 2156826600 MAIL ADDRESS: STREET 1: 330 SOUTH WARMINSTER RD CITY: HATBORO STATE: PA ZIP: 19040 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL COGENERATION CORP DATE OF NAME CHANGE: 19891005 8-K 1 CURRENT REPORT ================================================================================ 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 13, 1998 --------------- ICC TECHNOLOGIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-13865 23-368845 - -------------------------------------------------------------------------------- (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification No.) 330 South Warminster Road, Hatboro, Pennsylvania 19040 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (215) 682-6600 -------------- ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 4 - Changes in Registrant's Certifying Accountant On April 15, 1998, pursuant to the terms of a Merger Agreement and Plan of Reorganization, the Registrant acquired by merger Rare Medium, Inc., a privately held New York corporation. Rare Medium is an Internet professional services company engaged in the design, delivery and implementation of Internet site applications and strategies, primarily for global 2000 companies with its principal offices located in New York City. On August 13, 1998, PricewaterhouseCoopers, LLP ("PWC"), the Registrant's principal accountant, was replaced by the Board of Directors of the Registrant, based upon the Registrant moving into this new line of business and moving its operations to New York City. On August 13, 1998, the Board of Directors of the Registrant retained KPMG Peat Marwick, LLP ("KPMG") to audit its financial statements for the fiscal year ended December 31, 1998. In compliance with Item 304 of Regulation S-K, the Registrant provides the following information: 1. The Board of Directors of the Registrant on August 13, 1998 chose KPMG to perform the auditing engagement for the Registrant. 2. In their report dated March 20, 1998, PWC expressed an opinion that the December 31, 1997 financial statements were prepared assuming that the Registrant will continue to exist as a going concern and that the Registrant incurred losses accumulating to $54,184,410 through December 31, 1997. This factor, among others, raised substantial doubt about the Registrant's ability to continue as a going concern. Other than the above, the reports of PWC on the Registrant's financial statements for the Registrant's last two fiscal years did not in either case contain an adverse opinion or a disclaimer of opinion, nor were either of the same qualified or modified as to uncertainty, audit scope or accounting principles. 2 3. The decision to change accountants was approved by the Board of Directors of the Registrant. 4. During the Registrant's two most recent fiscal years and any subsequent interim period to date, there have been no disagreements with PWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. 5. None of the events referred to in paragraph (a)(1)(v)(A) through (D) of Item 304 occurred within the Registrant's two most recent fiscal years or any subsequent interim period. 6. KPMG was engaged by the Registrant on August 13, 1998. The Registrant did not consult KPMG on any of the matters described in Paragraph 304(a)(1)(iv) or 304(a)(1)(v) of Regulation S-K. 7. The Registrant is providing PWC with a copy of this report pursuant to the requirements of Item 304(a)(3). Item 7 - Financial Statements and Exhibits (c) Exhibits The exhibits furnished in accordance with Item 601 of Regulation S-K are: 16.1 Letter regarding change in certifying accountant from PricewaterhouseCoopers, LLP to the Securities and Exchange Commission. 99.1 Letter on behalf of ICC Technologies, Inc. to PricewaterhouseCoopers, LLP pursuant to Item 304 of Regulation S-K. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly cause this report to be signed on its behalf by the undersigned thereunto duly authorized. ICC TECHNOLOGIES, INC. (Registrant) By: /s/ John Gross ------------------- John Gross Chief Financial Officer August 20, 1998 --------------- (Date) 4 EX-99.1 2 CORRESPONDANCE [Letterhead Of Mesirov Gelman Attorneys at Law] EXHIBIT 99.1 (215) 994-1257 August 20, 1998 Pricewaterhouse Coopers, LLP 2400 Eleven Penn Center Philadelphia, Pennsylvania 19103-2962 Re: ICC Technologies, Inc. ---------------------- Gentlemen: On behalf of and as counsel for ICC Technologies, Inc. ("ICC"), I enclose herewith a copy of ICC's Current Report on Form 8-K as of August 13, 1998 which will be filed with the Securities and Exchange Commission (the "Commission") on August 20, 1998. Pursuant to the requirements of Item 304 of Regulation S-K, ICC hereby requests that you furnish the undersigned with a letter addressed to the Commission stating whether you agree with the statements made by ICC in response to Item 304 and, if not, stating the respects in which you do not agree. Please provide the letter to the undersigned as soon as possible (but in any event not later than August 26, 1998) so that the letter may be filed with the Commission within the time period provided in Regulation S-K. Should you have any questions concerning this request, please contact the undersigned at (215) 994-1257. Very truly yours, /s/ Albert S. Dandridge, III --------------------------- Albert S. Dandridge, III ASD/jw Enclosure cc: John Gross ICC Technologies, Inc. -----END PRIVACY-ENHANCED MESSAGE-----