-----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, GNWDUY8lIaWqufj+dbDaVtbt9AyGc2Q8fgcHuWH6iTCGB67i8rBXmynBLM00m4yn /t2+JdADnnSX+r6oOK/4Vw== 0000950134-98-008390.txt : 19981103 0000950134-98-008390.hdr.sgml : 19981103 ACCESSION NUMBER: 0000950134-98-008390 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981026 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL SCIENCE SYSTEMS INC CENTRAL INDEX KEY: 0001037649 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 943123681 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23413 FILM NUMBER: 98736204 BUSINESS ADDRESS: STREET 1: 100 N.E. LOOP 410, SUITE 820 STREET 2: STE 980 CITY: SAN ANTONIO STATE: TX ZIP: 78216-4749 BUSINESS PHONE: (210)349-6400 MAIL ADDRESS: STREET 1: 4400 MACARTHUR BLVD STREET 2: STE 980 CITY: NEWPORT BEACH STATE: CA ZIP: 92660-2031 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Filed Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported) October 26, 1998 MEDICAL SCIENCE SYSTEMS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Texas 0-23413 94-3123681 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 100 N.E. Loop 410, 820, San Antonio, Texas 78216 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (210) 349-6400 ----------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 4. Changes in Registrant's Certifying Accountant. a(1) Dismissal of Independent Accountant. (i) On October 26, 1998, the Registrant advised Singer Lewak Greenbaum & Goldstein LLP ("Singer") that the Registrant intended to retain a different independent accounting firm for the audit of its financial statements for the year ending December 31, 1998. Singer had been engaged as the principal accountant to audit the Registrant's consolidated financial statements. (ii) Singer's reports on the Registrant's consolidated financial statements for the past two years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. (iii) The Audit Committee of the Registrant's Board of Directors recommended the action taken with respect to Singer. (iv) There have been no disagreements with Singer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure during the Registrant's two most recent fiscal years or in the subsequent interim period through October 26, 1998, (the date of termination) which disagreement(s), if not resolved to Singer's satisfaction, would have caused Singer to make reference to the subject matter of the disagreement(s) in connection with its report. (v) Singer did not advise the Registrant during the Registrant's two most recent fiscal years or in the subsequent interim period through October 26, 1998 (the date of termination): (A) that the internal controls necessary for the Registrant to develop reliable financial statements did not exist; (B) that information had come to its attention that had led it to no longer be able to rely on management's representations, or that had made it unwilling to be associated with the financial statements prepared by management; (C) (1) of the need to expand significantly the scope of its audit, or that information had come to its attention during the two most recent fiscal years or in the subsequent interim period through October 26, 1998, that if further investigated might (i) materially have impacted the fairness or reliability of either: a previously issued audit report or the underlying financial statements, or the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report or (ii) have caused it to be unwilling to rely on management's representations or be associated with the Registrant's financial statements, and -1- 3 (2) it did not, due to the change in accountants or for any other reason, expand the scope of its audit or conduct such further investigation; or (D) that information had come to its attention that it had concluded materially impacts the fairness or reliability of either: (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report. (vi) The Registrant has requested Singer to provide a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements set forth above. A copy of Singer's letter to the Securities and Exchange Commission is filed as Exhibit 16 to this Form 8-K. a(2) Engagement of New Independent Accountant. (i) Arthur Andersen LLP ("Andersen") has been engaged by the Registrant as its new independent principal accountant to audit the Registrant's consolidated financial statements. This engagement was effective as of October 26, 1998. (ii) Prior to engaging Andersen, the Registrant had not consulted with Andersen during the Registrant's two most recent fiscal years or in the period since the end of the most recent fiscal year through October 26, 1998, in any matter regarding (a) either: 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 was a written report provided to the Registrant nor was oral advice provided that Andersen concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) the subject of either a disagreement or an event described in Paragraph (a)(1)(v)(A)-(D), above. -2- 4 Item 7. Financial Statements and Exhibits. Exhibit Number Description Exhibit 16 Letter from Singer Lewak Greenbaum & Goldstein LLP to the Securities and Exchange Commission pursuant to Item 304(a)(3) of Regulation S-K -3- 5 SIGNATURES 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. MEDICAL SCIENCE SYSTEMS, INC. By /s/ U. Spencer Allen ------------------------------------- U. Spencer Allen, Chief Financial Officer and Treasurer DATE: October 26, 1998 -4- 6 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 16 Letter from Singer Lewak Greenbaum & Goldstein LLP to the Securities and Exchange Commission pursuant to Item 304(a)(3) of Regulation S-K
EX-16 2 LETTER FROM SINGER LEWAK GREENBAUM & GOLDSTEIN LLP 1 EXHIBIT 16 October 26, 1998 Securities and Exchange Commission Washington, D.C. 20549 Re: Medical Science Systems, Inc. File No. 94-3123681 Dear Sir or Madam: We have read Item 4 of the Form 8-K of Medical Science Systems, Inc. dated October 26, 1998, and agree with the statements contained therein. Very truly yours, SINGER LEWAK GREENBAUM & GOLDSTEIN LLP -----END PRIVACY-ENHANCED MESSAGE-----