-----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, OFSZSc2KLynKToUOP5gLRxOI5lIMciyHpraEafANsC8iULmsLFGSee57zgKjCOhl EXivGbXus4VIXqsbnD7mPQ== 0000814676-05-000001.txt : 20050208 0000814676-05-000001.hdr.sgml : 20050208 20050208103052 ACCESSION NUMBER: 0000814676-05-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050208 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant FILED AS OF DATE: 20050208 DATE AS OF CHANGE: 20050208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERAMICS PROCESS SYSTEMS CORP/DE/ CENTRAL INDEX KEY: 0000814676 STANDARD INDUSTRIAL CLASSIFICATION: POTTERY & RELATED PRODUCTS [3260] IRS NUMBER: 042832509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16088 FILM NUMBER: 05582421 BUSINESS ADDRESS: STREET 1: 111 SOUTH WORCESTER STREET STREET 2: PO BOX 338 CITY: CHARTLEY STATE: MA ZIP: 02712 BUSINESS PHONE: 508-222-0614 MAIL ADDRESS: STREET 1: 111 SOUTH WORCESTER STREET STREET 2: PO BOX 338 CITY: CHARTLEY STATE: MA ZIP: 02712 8-K 1 k8020805.htm UNITED STATES

UNITED STATES
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): February 8, 2005


Commission file number: 0-16088

CERAMICS PROCESS SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation or Organization

04-2832409
(I.R.S. Employer
Identification No.)

111 South Worcester Street
P.O. Box 338
Chartley MA
(Address of principal executive offices)

02712-0338
(Zip Code)

Registrant`s telephone no., including area code: 508-222-0614

 

Item 4. Changes in Registrant`s Certifying Accountant

Ceramics Process Systems Corporation (CPS) today announced the resignation of Sansiveri, Kimball & McNamee LLP (SKM) as its independent auditors, and the appointment of Wolf & Company PC (Wolf) as its new independent auditors, effective immediately. Sansiveri, Kimball & McNamee resigned as the Company`s independent auditors solely as a result of its decision to exit the business of auditing publicly-traded companies.

The decision to change auditors was not the result of any disagreement between the Company and SKM. There are no disagreements on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

SKM`s reports on the registrant`s financial statements for each of the last two fiscal years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Registrant`s two most recent fiscal years there were no disagreements with SKM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of SKM, would have caused it to make a reference to the subject matter of the disagreement(s) in connection with its reports on the financial statements for such years.

During the Registrant`s two most recent fiscal years there were no "reportable events" as defined in Item 304(a)(1)(v) of regulation S-K.

During the two most recent fiscal years and through February 8, 2005, prior to engaging Wolf, neither the Registrant nor anyone on its behalf consulted Wolf regarding either: (1) 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 neither a written report was provided to the Registrant nor oral advice was provided that Wolf concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of either a disagreement or a reportable event described in above.

Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.

  1. Financial Statements of Businesses Acquired: Not applicable.
  2. Pro Forma Financial Information: Not applicable
  3. Exhibits:

16.1 Letter from SKM to the Securities and Exchange Commission dated February 8, 2005

99.1 Press Release dated February 8, 2005

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, thereunto duly authorized.

Date: February 8, 2005

/s/ Grant C. Bennett

President and Treasurer

 

 


EX-99 2 pr0501wolf.htm

FOR IMMEDIATE RELEASE

Ceramics Process Systems Corporation
Grant Bennett
President
111 South Worcester Street
Chartley, MA 02712
Telephone: (508) 222-0614 ext 18 Fax: (508) 222-0220
Web Site: www.alsic.com

CERAMICS PROCESS SYSTEMS CORPORATION APPOINTS WOLF & COMPANY AS INDEPENDENT AUDITORS

Chartley, Massachusetts, February 8, 2005. Ceramics Process Systems Corporation (CPS) (OTC Bulletin Board: CPSX) today announced the resignation of Sansiveri, Kimball & McNamee LLP (SKM) as its independent auditors, and the appointment of Wolf & Company PC (Wolf) as its new independent auditors, effective immediately.

Sansiveri, Kimball & McNamee resigned as the Company`s independent auditors solely as a result of its decision to exit the business of auditing publicly-traded companies. The decision to change auditors was not the result of any disagreement between the Company and SKM. There are no disagreements on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Grant Bennett, CPS President, indicated, "We very much appreciate the excellent service provided by SKM and regret that they are exiting the business of auditing publicly-traded companies. The new regulatory environment is significantly driving up costs for smaller auditing clients and their service providers. We are pleased to engage the services of Wolf & Company, an outstanding New England regional firm."

ABOUT CPS

CPS develops, manufactures and markets advanced metal-matrix composites for housing and providing thermal management of high-density electronics. The Company`s products are primarily used in high-density microprocessor assemblies, wireless basestations, motor controllers, and satellite communications.

EX-16 3 skmconsent020805.htm February 8, 2005

February 8, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Commissioners:

We have read the statements made by Ceramics Process Systems Corporation (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 report dated February 8, 2005. We agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

 

/s/ Sansiveri, Kimball & McNamee LLP

-----END PRIVACY-ENHANCED MESSAGE-----