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): January 14, 1998
OMEGA ORTHODONTICS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-23055 95-4596853
(State or Other (Commission File (IRS Employer
Jurisdiction Number) Identification No.)
of Incorporation)
3621 Silver Spur Lane, Acton, CA 93510
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (805) 269- 2841
Item 4. Changes in Registrant's Certifying Accountant
Effective January 14, 1998, the Board of Directors of the
Company approved the engagement of Arthur Andersen LLP
("Andersen") as the Company's independent auditors for the fiscal
year ending December 31, 1997 to replace the firm of Ernst &
Young LLP ("E&Y"), which firm was dismissed as auditors of the
Company as of such date.
The report of E&Y on the Company's financial statements for
the fiscal year ended December 31, 1996 (the year in which the
Company was formed and began operations) did not contain an
adverse opinion or a disclaimer of opinion and was not modified
as to audit scope or accounting principles, but was modified as
to uncertainty to operate as a going concern.
In connection with the audit of the Company's financial
statements for the fiscal year ended December 31, 1996 and in the
subsequent interim period, there were no disagreements with E&Y
on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if
not resolved to the satisfaction of E&Y, would have caused E&Y to
make reference to the matter in their report.
E&Y has not advised the Company during the year ended
December 31, 1996 and in the subsequent interim period that: (i)
the internal controls necessary for the Company to develop
reliable financial statements did not exist; (ii) information has
come to their attention which made them unwilling to rely on
management's representations, or unwilling to be associated with
the financial statements prepared by management; (iii) the scope
of the audit should be expanded significantly, or (iv)
information has come to their attention that they have concluded
will, or if further investigated might, materially impact the
fairness or reliability of a previously issued audit report or
the underlying financial statements, or the financial statements
issued or to be issued covering the fiscal period(s) subsequent
to the date of the most recent audited financial statements
(including information that might preclude the issuance of an
unqualified audit report), and the issue was not resolved to
their satisfaction prior to their dismissal.
No consultations occurred between the Company and Andersen
during the year ended December 31, 1996, or any interim period
preceding the appointment of Andersen, regarding the application
of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered
on the Company's financial statements, that was an important
factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue
The Company has provided E&Y with a copy of the disclosures
made herein prior to the date hereof and has requested E&Y to
furnish it a letter addressed to the United States Securities and
Exchange Commission stating whether E&Y agrees with the
disclosures made herein and, if not, stating the respects in
which it does not agree. A copy of that letter, dated January
15, 1998, is filed as Exhibit 16.1 to this Current Report on Form
8-K.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements of Business Acquired
NONE
(b) Pro Forma Financial Information
NONE
(c) Exhibits
A list of exhibits required to be filed as part of this
report is set forth in the Exhibit Index, which immediately
precedes such exhibits, and is incorporated herein by reference.
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.
OMEGA ORTHODONTICS, INC.
Date: January 14, 1998 By: /s/ Robert J.Schulhof
Robert J. Schulhof
President and Chief Executive Officer
OMEGA ORTHODONTICS, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit Description Page Number
Number
16.1 Letter addressed to the Securities
and Exchange Commission dated January
15, 1998, from the Company's former
auditors, Ernst & Young LLP, relative
to their agreement with the
statements made in Item 4 of this
Current Report on Form 8-K.
EXHIBIT 16.1
January 15, 1998
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
To the Office of the Chief Accountant:
We have read Item 4 of Form 8-K dated January 14, 1998 of Omega
Orthodontics, Inc. (Commission File No. 0-23055) and are in
agreement with the statements contained in the second, third and
fourth paragraphs of page 2 therein. We have no basis to agree
or disagree with other statements of this registrant contained
therein.
To avoid any potential confusion that could arise from the manner
in which the Company phrased the disclosure in the fourth
paragraph of page 2 of Form 8-K, we have been informed by
management of the Company that it intended to convey that there
were no "reportable events" as that term is defined in Item
304(a)(1)(v) of Regulation S-K, and we agree therewith.
Very truly yours,
/s/ Ernst & Young LLP
