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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): DECEMBER 8, 1997
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SPECTRUMEDIX CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 333-6650 251686354
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2124 OLD GATESBURG ROAD, STATE COLLEGE, PENNSYLVANIA 16803
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (814) 867-8600
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(Former Name or Former Address, if Changed Since Last Report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 15, 1997, the Board of Directors approved the engagement of
Price Waterhouse LLP as the independent accountants for SpectruMedix Corporation
(the "Registrant"). The Board of Directors also accepted the resignation of
Lazar, Levine & Company LLP as such independent accountants, dated December 8,
1997.
During the two fiscal years ended March 31, 1997 and the subsequent
interim period through December 8, 1997, (i) there were no disagreements with
Lazar, Levine & Company LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to its satisfaction, would have caused it to make
reference in connection with its report to the subject matter of the
disagreement, and (ii) Lazar, Levine & Company LLP has not advised the
Registrant of any reportable events, as defined in paragraphs (A) through (D) of
Item 304 (a)(1)(v) of Regulation S-B.
The accountants' report of Lazar, Levine & Company LLP on the
consolidated financial statements of SpectruMedix Corporation for the years
ended March 31, 1997 and March 31, 1996 did not contain any adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope, or accounting principles. A letter from Lazar, Levine & Company LLP
is attached as Exhibit 16.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
The Registrant has determined that no financial statements are required
to be filed pursuant to this item.
(b) Pro Forma Financial Information.
The Registrant has determined that no pro forma financial information
is required to be filed pursuant to this item.
(c) Exhibits.
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<CAPTION>
Exhibit No. Description
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16.1 Letter regarding Change in Certifying Accountant.
99.1 Press Release dated December 15, 1997.
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2.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: December 15, 1997 SPECTRUMEDIX CORPORATION
(Registrant)
/s/ Joseph K. Adlerstein
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By: Joseph K. Adlerstein
Chief Executive Officer
3.
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Spectrumedix Corporation
Exhibit Index
to Form 8-K
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<CAPTION>
Sequentially
Numbered
Exhibit No. Description Page
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<S> <C>
16.1 Letter regarding Change in Certifying Accountant.
99.1 Press Release dated December 15, 1997.
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Exhibit 16.1
December 15, 1997
Securities and Exchange Commission
Washington, D.C. 20549
We have read SpectruMix Corporation's statements included under Item 4 of its
Form 8-K dated December 8, 1997, and we agree with all statements, except we are
not in a position to agree or disagree with the statement that the Board of
Directors approved the engagement of Price Waterhouse LLP as the independent
accountants for SpectruMedix Corporation.
/s/ Lazar, Levine & Company LLP
Lazar, Levine & Company LLP
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EXHIBIT 99.1
SpectruMedix Corporation Engages "Big Six" Accounting Firm
STATE COLLEGE, Penn., December 15, 1997 /PRNewswire/ -- SpectruMedix Corporation
(Nasdaq OTC Bulletin Board: SMDXU) today announced that it has engaged Price
Waterhouse LLP as its independent accountants. The announcement quickly followed
the resignation of Lazar, Levine & Company LLP on December 8, 1997.
SpectruMedix is a U.S. company with a strong focus on medical and
scientific technologies and associated instrumentation. It manufactures nearly
the entire range of magnetic sector mass spectrometers, as well as other
analytical instruments and software packages. Using its expertise in analytical
instrumentation, the company is engaged in two research and development programs
to expand its product base. The first program, developed in part from research
efforts conducted at the United States Department of Energy -- Ames
Laboratories' Institute for Physical Research and Technology/Iowa State
University, involves the development of high-speed DNA/gene-sequencing
instrumentation for the acquisition, analysis, and management of complex genetic
information. The second program, a result of initial research conducted at the
University of California, Berkeley, involves the development of analytical
instruments which utilize a process referred to as diagnostic kinetics to
diagnose, monitor and assist in the treatment of serious diseases. Initial
disease targets for this technology include AIDS, cancer, cardiovascular disease
and osteoporosis.
SOURCE: SpectruMedix Corporation
CONTACT: Bernard Sonnenschein of SpectruMedix, 814-867-8600.
