<PAGE>
================================================================================
UNITED STATES
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):
MARCH 3, 2000 (FEBRUARY 25, 2000)
UNITED DIAGNOSTIC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 0-11772 25-1411971
- ---------------------------- ------------------------ -------------------
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
</TABLE>
476 MAIN STREET, SUITE 3-DFL
WAKEFIELD, RHODE ISLAND 02879
---------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (401) 789-9995
================================================================================
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
By resolution of the Board of Directors adopted on February 25, 2000,
the Board of Directors of the Company approved the engagement of Richard A.
Eisner & Company, LLP as its independent auditors for the fiscal year ending
December 31, 1999 to replace the firm of Grant Thornton LLP, who were dismissed
as auditors of the Company effective February 25, 2000.
The reports of Grant Thornton LLP on the Company's financial statements
for the past two fiscal years did not contain an adverse opinion or a disclaimer
of opinion and were not qualified as to audit scope, or accounting principles.
However, their report was modified to include an explanatory paragraph with
respect to there being substantial doubt about the Company's ability to continue
as a going concern.
In connection with the Company's financial statements for each of the
two fiscal years ended December 31, 1998, and in the subsequent interim periods,
there were no disagreements with Grant Thornton LLP on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures which, if not resolved to the satisfaction of Grant Thornton LLP
would have caused Grant Thornton LLP to make reference to the matter in their
report.
The Company has requested Grant Thornton LLP to furnish it a letter
addressed to the Commission stating whether it agrees with the above statements.
A copy of that letter, dated March 3, 2000, is filed as Exhibit 16 to this
Form 8-K.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
C. Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
16 Letter Regarding Change in Certifying Accountants
2
<PAGE>
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.
UNITED DIAGNOSTIC, INC.
By: /s/ J. Marvin Feigenbaum
------------------------------
Name: J. Marvin Feigenbaum
Title: Chairman and President
Date: March 3, 2000
3
<PAGE>
March 3, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Re: United Diagnostic, Inc.
File No. 0-11772
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of United Diagnostic, Inc. dated March 3,
2000, and agree with the statements contained therein regarding our firm.
Very truly yours,
Grant Thornton LLP
