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): December 5, 1996
UNITED-GUARDIAN, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-7855 11-1719724
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(Commission File Number) (IRS Employer Identification No.)
230 Marcus Avenue, Hauppauge, NY 11788
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 273-0900
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 3 pages
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Item 4. Changes in Registrant's Certifying Accountant
On December 5, 1996, Arthur Andersen LLP ("Arthur Andersen") was informed
that it would no longer be retained by the Registrant as Registrant's
auditors, and Grant Thornton LLP was engaged to audit the Registrant's
financial statements for the year ending December 31, 1996. The change in
auditors was approved by the Board of Directors of the Registrant as well
as the Audit Committee of the Board of Directors of the Registrant. The
change was made solely to reduce Registrant's expenses for these
services.
Arthur Andersen's reports on the Registrant's financial statements for
the past two (2) years did not contain an adverse opinion or disclaimer
of opinion and were not qualified as to uncertainty, audit scope, or
accounting principles.
During the Registrant's two (2) most recent fiscal years and subsequent
interim period preceding the dismissal, there were no disagreements with
Arthur Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Arthur Andersen,
would have caused it to make reference to the subject matter of the
disagreement in connection with its report.
During the two (2) most recent fiscal years and the subsequent interim
period preceding such dismissal, there were no "reportable events" (as
that term is defined in Items 304(a)(1)(v) of Regulation S-K).
The Registrant has furnished a copy of the disclosure contained herein to
Arthur Andersen requesting such firm to respond as to whether it agrees
or disagrees with the statements herein with respect to such firm and
Arthur Andersen has agreed, as required by Item 304 of Regulation S-K to
furnish to the Registrant a letter addressed to the Securities and
Exchange Commission to that effect.
A copy of such letter is filed as an Exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
1. Letter of Arthur Andersen LLP dated December 5, 1996
Page 2 of 3 pages
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has fully caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
UNITED-GUARDIAN, INC.
By: /S/ Kenneth H. Globus
Kenneth H. Globus
President
Dated: December 5, 1996
Page 3 of 3 pages
December 5, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20349
We have read Item 4 included in the attached Form 8-K dated December 5,
1996 of United-Cuardian, Inc. to be filed with the Securities and
Exchange Commission and are in agreement with the statements contained
therein.
/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
