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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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): MAY 15, 1998 (MAY 5, 1998)
NU-TECH BIO-MED, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-11772 25-1411971
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
476 MAIN STREET - SUITE 3-DFL
WAKEFIELD, RHODE ISLAND 02879
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (401) 789-9995
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
By letter dated May 5, 1998, the Company was notified by Ernst & Young
LLP ("E&Y") that E&Y's relationship as independent auditors for the Company has
ceased. The Company believes that termination of the auditing relationship was
due to the inability of the Company to pay to that firm fees previously incurred
and past due and owing, and that such decision did not result from any
disagreement or dispute concerning accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
As of the date hereof, the Company's financial statements for the year
ended December 31, 1997 have not been audited or reported on by any independent
accounting firm. For the year ended December 31, 1996, the report of E&Y on the
Company's financial statements for such year included a qualification concerning
the ability of the Company to continue as a going concern and that the financial
statements of the Company did not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of that uncertainty. For the years ended December 31, 1995 and 1994, no
qualification or other disclaimer was included in the reports of E&Y on the
financial statements of the Company for such years.
During the years ended December 31, 1996 and December 31, 1997 and for
the interim period from January 1, 1998 through May 5, 1998, (i) there were no
disagreements between the Company and E&Y 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 E&Y, would have
caused it to make a reference to the subject matters of such disagreements in
connection with their report and (ii) there were no "reportable events" (as that
term is described in Item 304(a)(1)(v) of Regulation S-K) involving E&Y and the
Company.
The notification from E&Y that its relationship as independent auditors
for the Company has ceased also included a similar notification for Physicians
Clinical Laboratory, Inc. ("PCL"), in which the Company owns 52.6% of the
outstanding Common Stock.
As of the date hereof, no formal action has been taken by the Board of
Directors of the Company, or the Audit Committee of the Board of Directors, to
recommend or approve the appointment of new independent auditors. Management of
the Company has had recent discussions with Grant Thornton LLP concerning the
engagement of that firm as the Company's new auditors, and Grant Thornton has
indicated its willingness to accept the engagement, subject to its review of
E&Y's work papers. The Company anticipates that Grant Thornton, if it accepts
the engagement as independent auditors for the Company, will also become
independent auditors for PCL.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) and (b) - Not Applicable
(c) Exhibits
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Exhibit 16. Letter from Ernst & Young LLP required pursuant to Rule
304(a)(3) of Regulation S-B, filed as Exhibit 1 hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
NU-TECH BIO-MED, INC.
By: /s/ J. Marvin Feigenbaum
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Name: J. Marvin Feigenbaum
Title: Chairman of the Board, President,
Chief Executive and Chief Financial Officer
Date: May 15, 1998
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EXHIBIT 1
TO FORM 8-K
[ERNST & YOUNG LLP LETTERHEAD]
May 15, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated May 8, 1998, and Item 4 of Amendment No. 1
to Form 8-K dated May 15, 1998 of Nu-Tech Bio-Med, Inc. and are in agreement
with the statements contained in the Paragraphs 1-4 on pages 2 therein. We have
no basis to agree or disagree with other statements of the registrant contained
therein.
Very truly yours,
/s/ ERNST & YOUNG LLP
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Ernst & Young LLP
