UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 4, 2002
Metalclad Corporation
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(Exact Name of registrant as specified in its chapter)
Delaware 0-2000 95-2368719
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(State or other (Commission File Number) (IRS employer
Jurisdiction of Identification No.)
Incorporation)
800 Nicollet Mall, Suite 2690, Minneapolis, Minnesota 55402
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(Address of principal executive offices & Zip Code)
(612) 333-0614
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report)
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. Changes in Registrant's Certifying Accountant.
On April 4, 2002, Moss Adams LLP, the independent accountants
engaged by Metalclad Corporation to conduct an audit of its financial
statements for more than the past two fiscal years and to express an
opinion and report thereon, resigned as Metalclad Corporation's
auditors.
The report of Moss Adams LLP on the financial statements of
Metalclad Corporation for the years 2000 and 2001 did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
The resignation of Moss Adams LLP was not sought, recommended or
approved by the Audit Committee or Board of Directors of Metalclad
Corporation.
There were no disagreements between the management of Metalclad
and Moss Adams LLP, with respect to the financial statements of
Metalclad Corporation for the years 2000 and 2001, or the interim
period, December 31, 2001 through April 4, 2002, on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which were not resolved to the satisfaction
of Moss Adams LLP or which would have caused Moss Adams LLP to make
reference to the subject matter or any such disagreement in connection
with rendering its report on those financial statements.
Item 5. Other Events and Regulation FD Disclosure.
Not Applicable.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
Not Applicable.
(b) Pro-Forma Financial Information
Not Applicable.
(c) Exhibits
(i) Resignation letter of Moss Adams LLP.
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Regulation FD Disclosure.
Not Applicable.
Dated: April 10, 2002 METALCLAD CORPORATION
By: /s/ Wayne W. Mills
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Wayne W. Mills
Its: President and Chief Executive Officer
Exhibit: Resignation Letter of Moss Adams LLP
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April 4, 2002
Mr. Brian Niebur, Chief Financial Officer
Metalclad Corporation
800 Nicollet Mall
Suite 2690
Minneapolis, Minnesota
Dear Mr. Niebur:
This is to confirm that the client-auditor relationship between
Metalclad Corporation (Commission File Number 0-2000) and Moss Adams LLP
has ceased.
Sincerely,
/s/Christopher G. Schmidt
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Christopher G. Schmidt, for
MOSS ADAMS LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549