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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported) October 26, 1998
MEDICAL SCIENCE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Texas 0-23413 94-3123681
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
100 N.E. Loop 410, 820, San Antonio, Texas 78216
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (210) 349-6400
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Not Applicable
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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.
a(1) Dismissal of Independent Accountant.
(i) On October 26, 1998, the Registrant advised Singer Lewak
Greenbaum & Goldstein LLP ("Singer") that the Registrant
intended to retain a different independent accounting firm for
the audit of its financial statements for the year ending
December 31, 1998. Singer had been engaged as the principal
accountant to audit the Registrant's consolidated financial
statements.
(ii) Singer's reports on the Registrant's consolidated financial
statements for the past two years contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
(iii) The Audit Committee of the Registrant's Board of Directors
recommended the action taken with respect to Singer.
(iv) There have been no disagreements with Singer on any matter of
accounting principles or practices, financial statement
disclosure or auditing scope or procedure during the
Registrant's two most recent fiscal years or in the subsequent
interim period through October 26, 1998, (the date of
termination) which disagreement(s), if not resolved to
Singer's satisfaction, would have caused Singer to make
reference to the subject matter of the disagreement(s) in
connection with its report.
(v) Singer did not advise the Registrant during the Registrant's
two most recent fiscal years or in the subsequent interim
period through October 26, 1998 (the date of termination):
(A) that the internal controls necessary for the
Registrant to develop reliable financial statements
did not exist;
(B) that information had come to its attention that had
led it to no longer be able to rely on management's
representations, or that had made it unwilling to be
associated with the financial statements prepared by
management;
(C) (1) of the need to expand significantly the scope of
its audit, or that information had come to its
attention during the two most recent fiscal years or
in the subsequent interim period through October 26,
1998, that if further investigated might (i)
materially have impacted the fairness or reliability
of either: 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
financial statements covered by an audit report or
(ii) have caused it to be unwilling to rely on
management's representations or be associated with
the Registrant's financial statements, and
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(2) it did not, due to the change in accountants or
for any other reason, expand the scope of its audit
or conduct such further investigation; or
(D) that information had come to its attention that it
had concluded materially impacts the fairness or
reliability of either: (i) a previously issued audit
report or the underlying financial statements, or
(ii) the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date
of the most recent financial statements covered by an
audit report.
(vi) The Registrant has requested Singer to provide a letter
addressed to the Securities and Exchange Commission stating
whether it agrees with the statements set forth above. A copy
of Singer's letter to the Securities and Exchange Commission
is filed as Exhibit 16 to this Form 8-K.
a(2) Engagement of New Independent Accountant.
(i) Arthur Andersen LLP ("Andersen") has been engaged by the
Registrant as its new independent principal accountant to
audit the Registrant's consolidated financial statements. This
engagement was effective as of October 26, 1998.
(ii) Prior to engaging Andersen, the Registrant had not consulted
with Andersen during the Registrant's two most recent fiscal
years or in the period since the end of the most recent fiscal
year through October 26, 1998, in any matter regarding (a)
either: 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
Registrant's financial statements, and neither was a written
report provided to the Registrant nor was oral advice provided
that Andersen concluded was an important factor considered by
the Registrant in reaching a decision as to the accounting,
auditing or financial reporting issue; or (b) the subject of
either a disagreement or an event described in Paragraph
(a)(1)(v)(A)-(D), above.
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Item 7. Financial Statements and Exhibits.
Exhibit Number Description
Exhibit 16 Letter from Singer Lewak Greenbaum & Goldstein LLP to
the Securities and Exchange Commission pursuant to
Item 304(a)(3) of Regulation S-K
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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 thereunto duly authorized.
MEDICAL SCIENCE SYSTEMS, INC.
By /s/ U. Spencer Allen
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U. Spencer Allen, Chief Financial
Officer and Treasurer
DATE: October 26, 1998
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
16 Letter from Singer Lewak Greenbaum & Goldstein LLP to the
Securities and Exchange Commission pursuant to Item 304(a)(3) of
Regulation S-K
</TABLE>
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EXHIBIT 16
October 26, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Re: Medical Science Systems, Inc.
File No. 94-3123681
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Medical Science Systems, Inc. dated
October 26, 1998, and agree with the statements contained therein.
Very truly yours,
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
