BIRMAN MANAGED CARE INC
8-K, 2000-05-04
MANAGEMENT CONSULTING SERVICES
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                       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):    April 27, 2000
                                                     --------------




                            BIRMAN MANAGED CARE, INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



        Delaware                     000-22127                62-1584092
- --------------------------------------------------------------------------------
(State or other jurisdiction  (Commission File Number)       (I.R.S. EIN)
        of incorporation)


1025 Highway 111 South, Cookeville, Tennessee                    38501
- --------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip  Code)


Registrant's telephone number, including area code:  (931) 372-7800
                                                     --------------


                                    NO CHANGE
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
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Item 4.  Changes in Registrants Certifying Accountant.
- ------   --------------------------------------------

                           On April 27, 2000 the registrant, pursuant to the
                           recommendation of the Audit Committee of the
                           registrant's Board of Directors engaged Joseph
                           Decosimo and Company, LLP ("Decosimo") as its
                           principal accountant to audit the registrant's
                           financial statements for its fiscal year ending June
                           30, 2000 and to review its financial statements for
                           the quarter ending March 31, 2000. Marlin &
                           Edmondson, PC ("Marlin"), audited the registrant's
                           financial statements for the fiscal year ending June
                           30, 1999 and during the fiscal year ending June 30,
                           2000, began to provide bookkeeping and day to day
                           accounting services for the registrant. For this
                           reason, Marlin advised the registrant that it should
                           retain another independent auditor to perform
                           auditing services.

         Former Accountant.
         -----------------

                           Marlin's report on the financial statements during
                           the term of its service to the registrant did not
                           contain an adverse opinion or disclaimer of opinion
                           and was not qualified or modified as to uncertainty,
                           audit scope or accounting principles. During the
                           registrant's last two fiscal years and the interim
                           period preceding Marlin's resignation, no other
                           reportable events as defined in Regulation S-B Item
                           304(a)(1) occurred that must be reported herein. The
                           registrant has requested that Marlin provide a letter
                           addressed to the Securities and Exchange Commission
                           commenting upon the statements made by the registrant
                           herein.

         Newly Engaged Accountant.
         ------------------------

                           Commencing April 27, 2000, Decosimo was engaged as
                           the principal accountant to audit the registrant's
                           financial statements for its fiscal year ending June
                           30, 2000 and to review its financial statements for
                           the quarter ending March 31, 2000. During the most
                           recent two fiscal years and during the interim period
                           prior to engaging Decosimo neither the registrant nor
                           anyone on its behalf consulted Decosimo regarding:
                           (i) the application of accounting principles to a
                           specified transaction, either completed or proposed;
                           (ii) the type of audit opinion that might be rendered
                           on the registrant's financial statements; (iii) any
                           matter that was the subject of a disagreement or a
                           reportable event as defined in Regulation S-B Item
                           304(a)(1). During the above-described period, neither
                           the registrant nor anyone on its behalf

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<PAGE>   3
                           received a written report or oral advice from
                           Decosimo. The registrant has provided Decosimo the
                           opportunity to review this report and provide a
                           letter addressed to the Securities and Exchange
                           Commission that contains any new information,
                           clarification of the registrant's views, or the
                           respects in which it does not agree with the
                           statements made by the registrant in this report on
                           Form 8-K.


                                    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.

                                         BIRMAN MANAGED CARE, INC.



Dated:  May 4, 2000                      By: /s/ David N. Birman, M.D.
                                             -------------------------------
                                             David N. Birman, M.D., Chairman

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