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 24, 2002
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MICROTEL INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 001-10346 77-0226211
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9485 HAVEN AVENUE, SUITE 100, RANCHO CUCAMONGA, CALIFORNIA 91730
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (909) 987-9220
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On September 24, 2002, MicroTel International, Inc. and subsidiaries
("MCTL") notified BDO Seidman, LLP ("BDO"), the independent accounting firm that
was engaged as MCTL's principal accountant to audit MCTL's financial statements,
that it intended to engage new certifying accountants, in effect terminating
MCTL's relationship with BDO. On October 1, 2002, MCTL engaged Grant Thornton as
its new certifying accountants.
The audit reports of BDO on the consolidated financial statements and
consolidated financial statement schedules of MCTL as of and for the years ended
December 31, 2001 and 2000 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles.
MCTL's decision to change accountants was approved by MCTL's audit
committee and board of directors. In connection with the audits of the years
ended December 31, 2001 and 2000, and during the subsequent interim period
through September 24, 2002, there were no disagreements with BDO on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures which disagreements, if not resolved to BDO's
satisfaction, would have caused BDO to make reference to the subject matter of
the disagreement in connection with its opinion. In addition, there were no
reportable events as described in Item 304(a)(1)(v) of Regulation S-K under the
Securities Act of 1933, as amended.
MCTL has not consulted with Grant Thornton in the past regarding the
application of accounting principles to a specified transaction or the type of
audit opinion that might be rendered on MCTL's financial statements or as to any
disagreement or reportable event as described in Item 304(a)(1)(iv) and Item
304(a)(1)(v).
On October 3, 2002, MCTL provided BDO with a copy of the disclosures it
is making in response to Item 304(a) of the Securities Act. MCTL requested that
BDO furnish MCTL with a letter addressed to the Securities and Exchange
Commission stating whether BDO agrees with the statements made by MCTL in
response to Item 304(a) and, if not, stating the respects in which it does not
agree. A copy of BDO's letter is attached as Exhibit 16.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired. Not applicable.
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(b) Pro Forma Financial Information. Not applicable.
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(c) Exhibits.
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16.1 Letter dated October 4, 2002 from BDO Seidman, 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.
Date: October 7, 2002 MICROTEL INTERNATIONAL, INC.
By: /s/ RANDOLPH D. FOOTE
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Randolph D. Foote, Chief Financial Officer