SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAY 17, 1999
Date of report (Date of earliest event reported)
NUCLEUS, INC.
(Exact Name of Registrant as Specified in its Charter)
0-14039 11-2714721
(Commission File Number) (I.R.S. Employer Identification No.)
150 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
(Address of Principal Executive Offices) (Zip Code)
312/683-9000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On May 17, 1999, Nucleus, Inc. (the "Registrant") dismissed James E.
Scheifley & Associates, P.C. ("Scheifley") as its independent accountants.
(b) Scheifley reported on the Registrant's financial statements for the
fiscal years ended December 31, 1998 and 1997.
(c) The report of Scheifley on the Registrant's financial statements for
the fiscal years ended December 31, 1998 and 1997, contained no adverse opinion
or disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
(d) The Registrant's Board of Directors approved, effective as of May
17, 1999, the decision to change independent accountants.
(e) In connection with its audits for the fiscal years ended December
31, 1998 and 1997, and through May 17, 1999; (1) there have been no
disagreements with Scheifley 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 Scheifley would have caused
it to make reference thereto in its reports on the financial statements for such
periods; and (2) there has been no matter that was the subject of a reportable
event (as defined in Regulation S-K, Item 304(a)(1)(v)).
(f) Effective May 18, 1999, the Registrant engaged Arthur Andersen, LLP
("Arthur Andersen") as its new independent accountants to audit the Registrant's
financial statements. During the Registrant's two most recent fiscal years ended
December 31, 1998 and 1997, and through May 17, 1999, the Registrant has not
consulted with Arthur Andersen regarding the application of accounting
principles to any transaction or the type of audit opinion that might be
rendered on Registrant's financial statements or any matter that was the subject
of a disagreement or reportable event with the former auditor (as defined in
Regulation S-K Item 304(a)(1)(iv) and (v), respectively).
(g) The Registrant has requested that Scheifley furnish it with a letter
addressed to the Commission stating whether or not it agrees with the above
statements. A copy of such letter, dated May 17, 1999, is filed as Exhibit 16 to
this Form 8-K.
2
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Exhibit No. Description
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16 Letter from James E. Scheifley & Associates, P.C.
3
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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, hereunto duly authorized.
NUCLEUS, INC.
(Registrant)
Date: May 17, 1999 By: /s/ J. Theodore Hartley
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J. Theodore Hartley,
Executive Vice President and
Chief Financial Officer
4
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE
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16 Letter from James E. Scheifley & Associates, P.C. 6
5
EXHIBIT 16
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JAMES E. SCHEIFLEY & ASSOCIATES, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
May 17, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Nucleus, Inc.
Dear Sir/Madam:
Pursuant to the request of the above named company, we affirm that:
(1) We have read the Company's response to Item 4 of Form 8-K dated May 17,
1999, and
(2) We agree with the response.
Sincerely,
/s/ James E. Scheifley & Associates, P.C.
JAMES E. SCHEIFLEY & ASSOCIATES, P.C.
