UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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 23, 1998
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COMMONWEALTH BIOTECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Virginia 001-13467 56-1641133
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
911 East Leigh Street, Suite G-19, Richmond, Virginia 23219
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 648-3820
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N/A
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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.
Goodman & Company, L.L.P. ("Goodman") served as the Company's
independent public accountants for the fiscal years ended December 31, 1995,
December 31, 1996 and December 31, 1997. For various business reasons, the
Audit Committee of the Company's Board of Directors (the "Audit Committee")
recommended the dismissal of Goodman to the Company's Board of Directors, and
on February 23, 1998, the Company officially terminated its business
relationship with Goodman. Goodman's reports on the Company's financial
statements for each of the last two fiscal years did not contain an adverse,
qualified or disclaimer of opinion. Similarly, Goodman did not modify either
such report as to uncertainty, audit scope or accounting principles. There
were no disagreements between the Company and Goodman regarding any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
Upon the recommendation of the Audit Committee of the Company's Board
of Directors, the Board of Directors of the Company appointed on February 23,
1998, subject to the approval of the Company's shareholders, the firm McGladrey
& Pullen, LLP as independent public accountants to audit the Company's
consolidated financial statements for the fiscal year ended December 31, 1998.
Item 7. Financial Statements and Exhibits.
a. Financial statements.
Not applicable.
b. Pro forma Financial Information.
Not applicable.
c. Exhibits.
16.1 - Letter on change in certifying accountant (filed herewith).
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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.
COMMONWEALTH BIOTECHNOLOGIES, INC.
By: /s/ Robert B. Harris, Ph.D.
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Robert B. Harris, Ph.D.
President
March 12, 1998
Securities and Exchange Commission
Office of the Chief Accountant
Washington, D.C. 20549
We were previously independent accountants for Commonwealth Biotechnologies,
Inc. (CBI) and, on February 9, 1998, we reported on the financial statements of
CBI.as of and for the two years ended December 31, 1997. On February 23, 1998,
we were dismissed as Commonwealth Biotechnologies, Inc.'s independent
accountants. We have read CBI's statements included under Item 4 of its Form 8-K
dated February 23, 1998, and we agree with such statements.
Goodman & Company, L.L.P.
Richmond, VA
March 2, 1998
