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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JANUARY 15, 1999
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(Date of earliest event reported)
STAR SCIENTIFIC, INC.
(formerly known as Eye Technology, Inc.)
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 000-15324 52-1402131
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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16 SOUTH MARKET STREET
PETERSBURG, VIRGINIA 23803
(Address of Principal Executive Offices, Including Zip Code)
(804) 861-0681
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(Registrant's telephone number,
including area code)
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STAR SCIENTIFIC, INC.
FORM 8-K
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On January 15, 1999, the Board of Directors of Registrant approved
the appointment of Aidman, Piser & Company, P.A. ("Principal Accountant") as the
Registrant's independent auditor. Registrant had not, prior to such engagement,
consulted the Principal Accountant regarding any financial statement matters, or
otherwise, of Registrant.
Registrant has provided the Principal Accountant with a copy of
the disclosures being reported in this report on Form 8-K prior to its filing
with the Commission. The Principal Accountant had no additional information or
comments to address to the Commission in response to this item.
Prior to the engagement of the Principal Accountants, on September
4, 1998, the Company had engaged Keiter, Stephens, Hurst, Gary & Shreaves, P.C.
("Former Auditors") as its independent auditor. Prior to such engagement, for
the years ended December 31, 1996 and 1997, the Former Auditors had served as
independent auditors for Star Tobacco and Pharmaceuticals, Inc., the accounting
acquirer in the reverse acquisition of Registrant. On January 15, 1999,
Registrant notified the Former Auditors of its decision to dismiss the Former
Auditors as Registrant's independent auditor. The Former Auditors' report for
the fiscal years ending December 31, 1996 and December 31, 1997 contained no
adverse opinion, disclaimer of opinion or modification as to uncertainty, audit
scope or accounting principles. During Registrant's two most recent fiscal years
and any subsequent interim periods through the date of dismissal, there have
been no disagreements between the Company and the Former Auditors on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to their
satisfaction, would have caused such firm to make reference to the subject
matter of the disagreement in connection with its report.
Registrant has provided the Former Auditors with a copy of the
disclosures being reported in this report on Form 8-K prior to its filing with
the Commission. A copy of the Former Auditors' letter response to this item is
attached as an exhibit to this report.
ITEM 5. OTHER EVENTS.
On December 15, 1998, the stockholders of Registrant at
Registrant's 1998 Annual Meeting of Stockholders approved the amendment to
Registrant's Certificate of Incorporation to change the corporate name of
Registrant to "Star Scientific, Inc."
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ITEM 7. (c) Exhibits.
The exhibits filed as a part of this report are listed on the
Index to Exhibits on page 5 of this report, which index is incorporated in this
Item 7(c) by reference.
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SIGNATURE
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.
Date: January 15, 1999 STAR SCIENTIFIC, INC.
By: /s/ James McNulty
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Chief Financial Officer
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INDEX TO EXHIBITS
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3. Certificate of Amendment of Certificate of Incorporation dated
December 15, 1998.
16. Letter response of Keiter, Stephens, Hurst, Gary & Shreaves,
P.C.
5
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EXHIBIT 3
CERTIFICATE OF AMENDMENT OF INCORPORATION
OF
EYE TECHNOLOGY, INC.
Eye Technology, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation") DOES HEREBY CERTIFY:
1. That ARTICLE FIRST of the Certificate of Incorporation of the
Corporation is amended by deleting it in its entirety and inserting in lieu
thereof:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is
STAR SCIENTIFIC, INC.
2. That ARTICLE FOURTH of the Certificate of Incorporation of the
Corporation is amended by deleting the first sentence thereof in its entirety
and inserting in lieu thereof:
The total number of shares of stock which the Corporation has the
authority to issue is One Hundred Million (100,000,000) shares of
Common Stock having a par value of one cent ($.01) per share
(hereinafter called "Common Stock") and One Hundred Thousand
(100,000) shares of Preferred Stock having a par value of one cent
($.01) per share (hereinafter called "Preferred Stock"), making a
total of One Hundred Million One Hundred Thousand (100,100,000)
shares of stock.
3. The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
Signed and attested to on December 15, 1998.
EYE TECHNOLOGY, INC.
By: /s/ Malcolm L. Bailey
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Malcolm L. Bailey, President
ATTEST:
/s/ James McNulty
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James McNulty, Assistant Secretary
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EXHIBIT 16
[KEITER, STEPHENS, HURST, GARY & SHREAVES LETTERHEAD]
January 20, 1999
Securities and Exchange Commission
Washington, DC 20549
Gentleman:
We were previously principal accountants for Star Tobacco and
Pharmaceuticals, Inc. and on March 24, 1998 we reported on the financial
statements of Star Tobacco and Pharmaceuticals, Inc. as of and for the years
ended December 31, 1997 and 1996. On February 6, 1998, Star Tobacco and
Pharmaceuticals, Inc. entered into a stock exchange agreement with Eye
Technology, Inc. For accounting purposes, the acquisition was treated as a
reverse acquisition with Star as the accounting acquirer of the registrant. On
September 4, 1998, we were appointed as principal accountants of Star
Scientific, Inc. (formerly Eye Technology, Inc.). On January 15, 1999 we were
dismissed as principal accountants of Star Scientific, Inc. (formerly Eye
Technology, Inc.). We have read Star Scientific, Inc.'s statements included
under Item 4 of its Form 8-K for January 15, 1999 and we agree with such
statements.
Very truly yours,
/s/ KEITER, STEPHENS, HURST, GARY & SHREAVES, P.C.
Keiter, Stephens, Hurst, Gary & Shreaves, P.C.
