-----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, Kxrqm10K+gzy1RKWhaABpS4O1PZRbMQjU0bYYWItQrgH3ZWeXuJgIcGL8VweVNQ8 /m9OJUcQF7zoRS3S+Qnsbg== 0000950135-04-005318.txt : 20041112 0000950135-04-005318.hdr.sgml : 20041111 20041112133422 ACCESSION NUMBER: 0000950135-04-005318 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041109 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSYCHEMEDICS CORP CENTRAL INDEX KEY: 0000806517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 581701987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13738 FILM NUMBER: 041137842 BUSINESS ADDRESS: STREET 1: 1280 MASSACHUSETTS AVENUE STREET 2: SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6178687455 MAIL ADDRESS: STREET 1: 1280 MASSACHUSETTS AVE STREET 2: SUITE 200 CITY: CAMBRIDGE STATE: MA ZIP: 02138 8-K 1 b52440pce8vk.txt PSYCHEMEDICS CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K Current Report Pursuant To Section 13 or 14(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 9, 2004 ---------------- PSYCHEMEDICS CORPORATION ------------------------------------------------------ (Exact Name of Registrant As Specified In Its Charter) DELAWARE ------------------------- (State if Other Jurisdiction of Incorporation) 1-13738 58-1701987 --------------- -------------------- (Commission File Number) (I.R.S. Employer Identification No.) 125 Nagog Park, Acton, Massachusetts 01720 - ---------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (978) 206-8220 ----------------------------- (Registrant's Telephone Number, Including Area Code) N/A ----------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) Information required by Item 304(a)(1) of Regulation S-K. (i) On November 9, 2004 the Audit Committee of the Registrant dismissed Ernst & Young LLP ("E&Y") as the Registrant's independent registered public accounting firm. (ii) E&Y served as the Registrant's independent registered public accounting firm to audit the Registrant's two most recent fiscal year ends. The reports of E&Y on the financial statements of the Registrant at December 31, 2002 and December 31, 2003, and for each of the years ended December 31, 2003, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. (iii) In connection with its audits for the two most recent fiscal years and through November 9, 2004, there have been no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of E&Y, would have caused E&Y to make reference to the matter in their report. (b) Information required by Item 304(a)(2) of Regulation S-K. (i) On November 9, 2004 the Audit Committee of the Registrant engaged BDO Seidman LLP as the Registrant's independent registered public accounting firm. (ii) During Psychemedics Corporation's fiscal years ended December 31, 2002 and 2003 and the subsequent interim period ended November 9, 2004, the Company did not consult with BDO Seidman LLP with respect to any of the matters described in Regulation S-K Item 304 (a)(2)(i) or (ii)). (c) Information required by Item 304(a)(3) of Regulation S-K. The Company has requested E&Y to furnish it a letter addressed to the Commission stating whether it agrees with the above statements. A copy of that letter dated November 12, 2004, is filed as Exhibit 16 to this Form 8-K. (d) A copy of the press release announcing the appointment of BDO Seidman LLP is filed as Exhibit 99 to this Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits EXHIBIT NO. DESCRIPTION 16 Letter from Ernst & Young LLP to the Securities and Exchange Commission dated November 12, 2004. 99 Press release dated November 9, 2004 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. PSYCHEMEDICS CORPORATION Dated: November 12, 2004 By: /s/ Peter C. Monson ---------------------------------------- Peter C. Monson, Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 16 Letter from Ernst & Young LLP to the Securities and Exchange Commission dated November 12, 2004. 99 Press release dated November 9, 2004 EX-16 2 b52440pcexv16.txt LETTER FROM ERNST & YOUNG TO THE S.E.C. DATED 11/12/04 Exhibit 16 November 12, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read Item 4.01 of Form 8-K dated November 12, 2004 of Psychemedics Corporation and are in agreement with the statements contained in Item 4.01(a)(ii) and (iii). We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Ernst & Young LLP EX-99 3 b52440pcexv99.txt PRESS RELEASE DATED NOVEMBER 9, 2004 Exhibit 99 NEWS RELEASE Contact: Peter Monson Chief Financial Officer (978) 206-8220 Peterm@psychemedics.com PSYCHEMEDICS CORPORATION APPOINTS BDO SEIDMAN AS ITS INDEPENDENT AUDITOR Acton, Massachusetts, November 9, 2004 -- Psychemedics Corporation (AMEX: PMD) today announced that the audit committee of the Company's board of directors has selected BDO Seidman, LLP as the Company's new independent auditor. The Company's decision to change auditors followed a comprehensive evaluation process, and a review of BDO's professional qualifications and proposed audit fees. This change will take effect for the 2004 year-end audit. Commenting on the appointment of BDO Seidman, Ray Kubacki, Chairman and Chief Executive Officer, said: "We are pleased to engage BDO Seidman as our independent auditors. We believe that BDO will prove to be an excellent fit for Psychemedics relative to their fees, and their ability to fully serve the needs of a company of our size." The change in accountants was not the result of any disagreement between Psychemedics and its former auditors, Ernst & Young LLP, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures. About BDO Seidman, LLP BDO Seidman, LLP is a national professional services firm providing assurance, tax, financial advisory and consulting services to private and publicly traded businesses. For more than 90 years, BDO has provided quality service and leadership through the active involvement of its most experienced and committed professionals. BDO Seidman serves clients through more than 35 offices and 250 independent alliance firm locations nationwide. As an independent member firm of BDO International, BDO Seidman serves clients by leveraging a global distribution network of resources comprised of nearly 600 member firm offices in 99 countries. About Psychemedics Corporation Psychemedics is the world's largest provider of hair testing for drugs of abuse with thousands of corporations relying on the patented Psychemedics drug testing services. Psychemedics' clients include over 10% of the Fortune 500, some of the largest police departments in America and six Federal Reserve Banks. Psychemedics is the only company that has received FDA clearance for a five-drug panel test of hair samples for drugs of abuse. The Psychemedics' web site is WWW.DRUGTESTWITHHAIR.COM ------------------------ -----END PRIVACY-ENHANCED MESSAGE-----