UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K-A
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
Commission File Number 0-11997
Carrington Laboratories, Inc.
(Exact name of Registrant as specified in its charter)
Texas 75-1435663
(State of Incorporation) (IRS Employer ID No.)
2001 Walnut Hill Lane, Irving, Texas 75038
(Address of principal executive offices)
Registrant's telephone number, including area code:
(972) 518-1300
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($.01 par value)
(Title of class)
Preferred Share Purchase Rights
(Title of class)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of the Registrant's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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The aggregate market value of the voting stock held by
non-affiliates of the Registrant on March 14, 1997, was $51,179,297.
(This figure was computed on the basis of the closing price of such stock
on the NASDAQ National Market on March 14, 1997 using the aggregate
number of shares held on that date by, or in nominee name for,
shareholders who are not officers, directors or record holders of 10% or
more of the Registrant's outstanding voting stock. The characterization
of such officers, directors and 10% shareholders as affiliates is for
purposes of this computation only and should not be construed as an
admission for any other purpose that any of such persons are, in fact,
affiliates of the Registrant.)
Indicate the number of shares outstanding of each of the
Registrant's classes of Common Stock, as of the latest practicable
date: 8,873,639 shares of Common Stock, par value $.01 per share,
were outstanding on March 14, 1997.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND
FINANCIAL DISCLOSURE.
Effective March 19, 1997, the Company appointed the accounting firm of
Ernst & Young LLP as the Company's independent public accountants for
fiscal 1997 to replace Arthur Andersen LLP which resigned on that same
date. The Company's Board of Directors approved the selection of Ernst
& Young LLP as independent public accountants upon the recommendation
of the Board's Audit Committee.
During the two most recent fiscal years and the period of January 1,
1997 through March 18, 1997, there were no disagreements with Arthur
Andersen LLP on any matter of accounting principle or practice,
financial statement disclosure or auditing scope or procedures or any
reportable events. Arthur Andersen LLP's report on the Company's
financial statements for the past two years contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope or accounting principles.
The Company has provided Arthur Andersen LLP with a copy of this
revised disclosure and has requested that Arthur Andersen LLP furnish
it with a letter addressed to the Securities and Exchange Commission
(the "Commission") stating whether it agrees with the above statements.
(A copy of Arthur Andersen LLP's letter to the Commission, dated April
7, 1997, is filed as Exhibit 16.1 to this report.)
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INDEX TO EXHIBITS
------------------
Sequencially
Exhibit Number Number Page
--------------- -------------
1) Exhibit 16.1
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CARRINGTON LABORATORIES, INC.
Date: April 7, 1997 By:/s/ Sheri L. Pantermuehl
--------------------------
Sheri L. Pantermuehl, CFO
April 7, 1997
Office of the Chief Accountant
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, NW
Washington D.C. 20549
Dear Sirs:
We have read Item 9 included in the attached amended Form 10-K dated
for the year ended December 31, 1996, of Carrington Laboratories, Inc.
(The Registrant) filed with the Securities and Exchange Commission, and
are in agreement with the statements contained therein.
Very Truly yours,
Arthur Anderson LLP
By /s/ Steve Scott
-------------------
Steve G. Scott
PLR
Copy to:
Ms. Sheri Pantermuehl, Chief Financial Officer
Carrington Laboratories, Inc.
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