-----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,
OKaIIUGveiYq5hmQ0Wx2r/RV8GLVkTkYAwaVirxbkJw2PS5tk4ptdveiltr1hDZX
rCiFYSX9q0mtquiYq/swpg==
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 8-K/A-3
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of report (Date of earliest event reported): August 3, 2004
New York | 0-28666 | 14-1702188 | |||
|
|
|
|||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | |||
of Incorporation) | Identification Number) | ||||
122 Smith Road, Kinderhook, NY | 12106 | |||
|
|
|||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (800) 227-1243
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 Instruction 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 13c-4(c) under the Exchange Act (17 |
CFR 240.13e-4(c)) |
ITEM 4.01. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT.
On August 19, 2004, the Registrant filed an amendment to its Current Report on Form 8-K (the "Report') filed on August 10, 2004 disclosing changes in the Company's certifying accountant and disclosing that the Company had requested a letter from PricewaterhouseCoopers LLP (PwC) addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by the Company in this report.
A copy of the letter provided by PwC is attached as an Exhibit to this Amendment to the Form 8-K filed on August 10, 2004.
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS | ||
c) | Exhibit | ||
The following exhibit is filed with this Report on Form 8-K/A-3: | |||
16.1 | Letter from PricewaterhouseCoopers LLP dated August 30, 2004 | ||
addressed to the United States Securities & Exchange Commission. |
2 |
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 hereunto duly authorized.
AMERICAN BIO MEDICA CORPORATION | |||
(Registrant) | |||
Dated: September 1, 2004 | By: | /s/ Keith E. Palmer | |
|
|||
Keith E. Palmer | |||
Chief Financial Officer |
3 |
Exhibit Index
Exhibit No. | Description | Page No. | |
16.1 | Letter from PricewaterhouseCoopers LLP | 5 | |
dated August 30, 2004 addressed to the | |||
United States Securities and Exchange | |||
Commission |
August 30, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 |
Commissioners: |
We have read the statements made by American Bio Medica Corporation (copy attached), which were filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K/A-1 report dated August 3, 2004. We agree with the statements concerning our Firm in such Form 8-K/A-1.
With regard to the statement in the last sentence of the fourth paragraph of Item 4 of the 8- K/A-1 indicating that the Registrant has since instituted additional controls to improve the segregation of duties as noted, we make no comment whatsoever.
Very truly yours, |
/s/PricewaterhouseCoopers LLP |
5 |
Attachment |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-1 |
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of report (Date of earliest event reported): August 3, 2004
New York | 0-28666 | 14-1702188 | |||
|
|
|
|||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | |||
of Incorporation) | Identification Number) | ||||
122 Smith Road, Kinderhook, NY | 12106 | |||
|
|
|||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (800) 227-1243
6 |
ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT.
On August 3, 2004, PricewaterhouseCoopers LLP (PwC) had notified the Registrant that it would resign as the Registrants independent registered public accounting firm upon completion of the review procedures regarding the interim financial statements of the Registrant as of June 30, 2004 and for the three- and six-month periods ended June 30, 2004. PwC completed its review procedures on August 10, 2004 and therefore ceased its relationship as the independent registered public accounting firm for the Registrant. The Audit Committee of the Registrants Board of Directors is currently in the process of selecting a new independent registered public accounting firm for the third quarter and fiscal year ending December 31, 2004.
The reports of PwC on the Registrants financial statements as of and for the years ended December 31, 2003 and 2002 contained no adverse opinion or disclaimer of opinion and were not modified or qualified as to uncertainty, audit scope, or accounting principle, except that their report for the year ended December 31, 2002 contained explanatory language regarding substantial doubt about the Companys ability to continue as a going concern. A decision to dismiss PwC was not recommended or approved by the audit committee or other committee of the board of directors or the board of directors of the Registrant because PwC resigned.
During the years ended December 31, 2003 and 2002 and through August 10, 2004, there have been no disagreements with PwC 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 PwC would have caused them to make reference thereto in their reports on the financial statements for such years.
Except as noted in the following sentence, during the years ended December 31, 2003 and 2002 and through August 10, 2004, there have been no reportable events (as defined in Regulation S-B Item 304(a)(1)(iv)(B)(3)). As reported in Item 8A in the Registrants 10KSB for the year ended December 31, 2003, due to the small size of the accounting department there is an absence of appropriate segregation of duties at December 31, 2003. During the first quarter of 2004, the Company hired a controller and has since instituted additional controls to improve the segregation of duties as noted.
The Registrant has requested that PwC furnish it with a letter addressed to the Securities and Exchange Commission (the Commission) stating whether or not it agrees with the above statements so that it can be filed with the Commission within ten days after the filing of the report.
7 |
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 hereunto duly authorized.
AMERICAN BIO MEDICA CORPORATION (Registrant) | |||
Dated: August 19, 2004 | By: | /s/ Keith E. Palmer | |
|
|||
Keith E. Palmer | |||
Chief Financial Officer |
8 |