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 --------------------- (Exact Name of registrant as specified in its chapter) Delaware 0-2000 95-2368719 -------- ------ ---------- (State or other (Commission File Number) (IRS employer Jurisdiction of Identification No.) Incorporation) 800 Nicollet Mall, Suite 2690, Minneapolis, Minnesota 55402 ----------------------------------------------------------- (Address of principal executive offices & Zip Code) (612) 333-0614 -------------- Registrant's telephone number, including area code N/A --- (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 ------------------------------------- Wayne W. Mills Its: President and Chief Executive Officer Exhibit: Resignation Letter of Moss Adams LLP ---------------------------------------------- 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 ------------------------------- 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