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) September 10, 2002
DIGITAL POWER CORPORATION
(Exact name of registrant as specified in its charter)
California 1-12711 94-1721931
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
41920 Christy Street, Fremont, California 94538-3158
(Address of principal executive offices)
(510) 657-2635
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
On September 10, 2002, Digital Power Corporation (the "Registrant") engaged
the accounting firm of Ernst & Young, as its independent certifying accountants
for the remainder of the fiscal year ending December 31, 2002, including
preparation of the audit and Form 10-KSB for the fiscal year ended December 31,
2002. On that same date, the Registrant notified Hein + Associates LLP of their
dismissal. Hein + Associates LLP was the independent certifying accountant
previously engaged to audit the Registrant's financial statements for the fiscal
years and periods ended December 31, 2000 and December 31, 2001. The decision to
change accountants was approved by the Audit Committee and the full Board of
Directors of the Registrant.
During the Registrant's two most recent fiscal years and periods ended
December 31, 2000 and December 31, 2001 and the subsequent interim period
through September 10, 2002, there were no disagreements between the Registrant
and Hein + Associates LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject matter of this
disagreement.
None of the "reportable events" described under Item 304(a)(1) of
Regulation S-KB occurred within the Registrant's two most recent fiscal years
and the subsequent interim period through September 10, 2002.
The audit report of Hein + Associates LLP on consolidated financial
statements of the Registrant and subsidiaries as of and for the fiscal years and
periods ended December 31, 2000 and December 31, 2001, did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles. The Registrant requested
Hein + Associates LLP furnish a letter to the Registrant addressed to the
Securities and Exchange Commission stating whether it agrees with the above. A
letter from Hein + Associates LLP is attached as Exhibit 16.1.
During the Registrant's two most recent fiscal years and periods ended
December 31, 2000 and December 31, 2001 and the subsequent interim period
through September 10, 2002, the Registrant did not consult with Ernst & Young
regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-KB.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Exhibit Description
16.1 Letter of Hein + Associates LLP regarding change in
certifying accountant
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.
DIGITAL POWER CORPORATION,
a California Corporation
Dated: 9/11/02 /S/ DAVID AMITAI
--------------------------------------------
David Amitai,
Chief Executive Officer
Dated: 9/11/02 /S/ HAIM YATIM
--------------------------------------------
Haim Yatim,
Chief Financial Officer
EXHIBIT 16.1
HEIN + ASSOCIATES LLP
Certified Public Accountants and Consultants
Southern California - Denver - Dallas - Houston
September 11, 2002
Securities and Exchange Commission
Washington, D. C. 20549
Re: Digital Power Corporation (Commission File No. 1-12711)
Gentlemen:
We have read Item 4 of Digital Power Corporation's Form 8-K, dated September 10,
2002 and are in agreement with the statements contained therein as they relate
to us.
Very truly yours,
/S/ HEIN + ASSOCIATES LLP
HEIN + ASSOCIATES LLP
Orange, California