<PAGE>
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): February 8, 1999
SYNTROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Kansas 000-21911 43-1764632
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1350 South Boulder
Suite 1100
Tulsa, Oklahoma 74119-3295
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (918)592-7900
Not Applicable
(Registrant's former name and former address, if changed since last report)
<PAGE>
Amendment No. 1 to Form 8-K
Syntroleum Corporation hereby amends ("Amendment No. 1") the Current Report
on Form 8-K as originally filed with the Securities and Exchange Commission on
February 16, 1999 ("Original 8-K") reporting a change in the registrant's
certifying accountant under Item 4. The purpose of this Amendment No. 1 is to
correct the date of the earliest event reported on the cover page of the
Original 8-K from February 3, 1999 to February 8, 1999 and to correct the
incorrect references to February 3, 1999 in the fourth and sixth paragraphs
under Item 4 of the Original 8-K to February 8, 1999. Unless otherwise
indicated, each capitalized term used but not defined in this Amendment No. 1
shall have the meaning assigned to such term in the Original 8-K.
Item 4. Changes in Registrant's Certifying Accountant
Pursuant to an Agreement and Plan of Merger dated as of March 30, 1998 (the
"Merger Agreement") by and between Syntroleum Corporation, an Oklahoma
corporation ("Old Syntroleum"), and SLH Corporation, a Kansas corporation
("SLH"), effective August 7, 1998 (i) Old Syntroleum merged (the "Merger") with
and into SLH, with SLH being the surviving corporation (the survivor of the
Merger, together with its subsidiaries and predecessors, is referred to herein
as "Syntroleum" or the "Company"), (ii) SLH changed its name to "Syntroleum
Corporation," (iii) the officers of SLH were replaced by the officers of Old
Syntroleum, (iv) six of the eight SLH directors were replaced by Old Syntroleum
directors, (v) each outstanding share of common stock, par value $0.001 per
share, of Old Syntroleum was converted into the right to receive 1.28990 shares
of common stock, par value $0.01 per share, of the Company (the "Common Stock"),
and (vi) the Company's Articles of Incorporation were amended to increase the
number of authorized shares of Common Stock from 30,000,000 shares to
150,000,000 shares and the number of authorized shares of the Company's
preferred stock, par value $0.01 per share, from 1,000,000 shares to 5,000,000
shares. The transactions relating to the Merger are more fully described in the
Joint Proxy Statement/Prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424 under the Securities Act of 1933, as amended, on
July 6, 1998, and the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 13, 1998.
The Merger has been accounted for as a reverse acquisition using the purchase
method of accounting in accordance with the Accounting Principles Board Opinion
No. 16. Although SLH is the surviving corporation in the merger for legal
purposes, Old Syntroleum is the acquirer for accounting purposes.
At the time of the merger, the Company's independent public accountants were
KPMG LLP ("KPMG") and Old Syntroleum's independent public accountants were
Arthur Andersen LLP ("Arthur Andersen"). On February 8, 1999 the Company's audit
committee recommended to the Company's Board of Directors that the Company
engage Arthur Andersen as the Company's independent public accountants and, on
February 8, 1999, the Company's Board of Directors approved the engagement of
Arthur Andersen as the Company's independent public accountants to replace KPMG.
2
<PAGE>
During years ended December 31, 1997 and 1998 and the subsequent interim
period preceding February 8, 1999, neither the Company nor anyone on its behalf
consulted Arthur Andersen regarding the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements.
The reports of KPMG on the Company's consolidated financial statements for the
years ended December 31, 1996 and 1997 did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the years ended December 31, 1997 and 1998 and the subsequent interim
period preceding February 8, 1999, there were no disagreements with KPMG.
For the purpose of this Report, the term "disagreements" means any
disagreement between personnel of the Company responsible for presentation of
the Company's financial statements and personnel of KPMG responsible for
rendering KPMG's report on the Company's financial statements 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
KPMG, would have caused KPMG to make reference to the subject matter of the
disagreement in connection with its their opinion.
The Company has provided KPMG with a copy of this Current Report on Form 8-K
prior to filing this Report with the Securities and Exchange Commission. KPMG
has provided the Company a letter, which is filed as an exhibit to this Report,
addressed to the Securities and Exchange Commission.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to Current Report on Form 8-K to
be signed on its behalf by the undersigned hereunto duly authorized.
SYNTROLEUM CORPORATION
By: /s/ Eric Grimshaw
--------------------------
Name: Eric Grimshaw
Title: Vice President, General
Counsel and Secretary
Dated: February 25, 1999
4
