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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 22, 1998 0-21537
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Date of Report Commission File Number
(Date of earliest event reported)
PACIFIC BIOMETRICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 93-1211114
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1370 Reynolds Avenue, Suite 119
Irvine, California 92614
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(Address of Principal Executive Offices) (Zip Code)
(714) 263-9933
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(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant.
1. On June 22, 1998, Pacific Biometrics, Inc. (the "Company") received the
written resignation of Coopers & Lybrand L.L.P. ("C&L") as the Company's
independent auditors.
2. During the Company's two most recent fiscal years ended June 30, 1997,
C&L's reports on the Company's financial statements contained no adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles, except as follows:
C&L's report dated September 5, 1996 (issued prior to the Company's initial
public offering of securities), on the Company's financial statements for
the fiscal year ended June 30, 1996 contained the following paragraph:
"The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 18 to the financial statements, the Company had
experienced recurring losses from operations and cash flow shortages,
and has reported deficiencies in working capital and stockholders'
equity. These matters raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 18. The consolidated financial
statements do not include any adjustments that might result from the
outcome of this uncertainty."
3. During the Company's two most recent fiscal years ended June 30, 1997,
and through June 22, 1998, there were no disagreements with C&L on any matter of
accounting principles or practices, financial statement disclosure, auditing
scope or procedure which disagreements, if not resolved to the satisfaction of
C&L, would have caused it to make reference to the subject matter of the
disagreement in connection with its report, except that the Company, based on a
review by C&L of the Company's unaudited financial statements, amended a press
release which previously reported third quarter results. In an amended press
release, the Company reported a non-cash adjustment of $187,400, reflecting
accelerated depreciation of certain license rights, which adjustments increased
losses by a like amount. Additionally, the Company increased its loss per share
by $0.26 as a result of such accelerated depreciation and an adjustment for
imputed dividends associated with the grant of an option to acquire preferred
stock. Such amended results were included in the Company's Quarterly Report on
Form 10-QSB as filed with the Commission on May 15, 1998.
4. The Company has requested C&L to furnish it with a letter addressed to
the Securities and Exchange Commission stating whether C&L agrees with the
statements contained in the second and third paragraphs above. A copy of the
letter from C&L to the Securities and Exchange Commission is filed as Exhibit 1
hereto.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) not applicable
(b) not applicable
(c) Exhibit:
(1) Letter from C&L to the Securities and Exchange Commission
dated June 26, 1998.
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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.
Date: June 26, 1998 PACIFIC BIOMETRICS, INC.
By: /s/Paul G. Kanan
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Name: Paul G. Kanan
Title: President and Chief Executive Officer
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Exhibit 1
June 26, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Commissioners:
We have read the statements made by Pacific Biometrics, Inc., which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report for the month of June 1998. We agree
with the statements concerning our Firm in such Form 8-K.
Very truly yours,
COOPERS & LYBRAND L.L.P.
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