PRIMEDEX HEALTH SYSTEMS INC
8-K, 1999-12-10
MEDICAL LABORATORIES
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

          ------------------------------------------------------------


                                    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 report) December 1, 1999

                          PRIMEDEX HEALTH SYSTEMS, INC.
- --------------------------------------------------------------------------------
             [Exact Name or Registrant as specified in its Charter]


        New York                        0-19019                  13-3326724
        --------                        -------                  ----------
[State or other jurisdiction      [Commission File No.]        [IRS Employer
of incorporation]                                            Identification No.]

             1516 Cotner Avenue, Los Angeles, California 90025-3303
             ------------------------------------------------------
               [Address of principal executive officers; ZIP Code]



         Registrant's Telephone No., including Area Code: (310) 478-7808



       -------------------------------------------------------------------
                  Former address, if changed since last report


<PAGE>


Item 4            Changes in Registrant's Certifying Accountants
- ------            ----------------------------------------------

                  (a) Moore, Stephens, P.C. have served as the independent
accountants to Registrant. On December 1, 1999, Registrant and Moore, Stephens,
P.C. terminated their relationship of client and auditor.

                      (i) The relationship was terminated by the Registrant as
of December 1, 1999.

                      (ii) The accountants' opinion for the years ended October
31, 1997, and 1998, contained a qualification as to uncertainty as to the
ability of Registrant to continue as a going concern;

                      (iii) The change in accountants was approved by the Board
of Directors;

                      (iv) During the Registrant's two most recent fiscal years
and any subsequent period to date, Registrant is not aware of any
disagreement(s) with Moore, Stephens, P.C. on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of Moore,
Stephens, P.C., would have caused it to make a reference to the subject matter
of the disagreement(s) in connection with its report;

                      (v) None of the events described in paragraphs
(a)(1)(v)(A) through (D) of Item 304 of Regulation S-K occurred within the
Registrant's two most recent fiscal years and up to the date of this Form 8-K.

                  (b) As of December 1, 1999, Moss Adams LLP has been engaged to
audit Registrant. Prior to engaging Moss Adams LLP, neither Registrant nor
someone on its behalf consulted Moss Adams LLP, regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Registrant's financial statements; or (ii) any matter that was either the
subject of a disagreement or a reportable event.

Item 7            Financial Statements, Pro Forma Financial Information and
- ------            Exhibits.
                  --------------------------------------------------------------

                  (c) Exhibits. The following exhibits are furnished with this
Current Report.

                      Exhibit No.     Document
                      -----------     --------
                         16           Letters re Change in Certifying Accountant

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                         PRIMEDEX HEALTH SYSTEMS, INC.

Dated:  December 8, 1999                 By: /s/ Howard G. Berger
                                            ------------------------------------
                                            Howard G. Berger, M.D., President
                                            and Chief Financial Officer






December 8, 1999


VIA FACSIMILE: (213)680-1564
AND FIRST CLASS U.S. MAIL
- -------------------------

Tom Dulek
Moss Adams LLP
865 S. Figueroa Street, Suite 1400
Los Angeles, CA  90017-2543

Re:      Form 8-K -- Primedex Health Systems, Inc.
         -----------------------------------------

Dear Mr. Dulek:

Attached please find Registrant's disclosure with regard to Item 4, Changes in
Registrant's Certifying Accountants, of its Form 8-K, regarding your engagement.
Please review the disclosure. If you wish to furnish the Registrant with a
letter containing any new information, clarification of the Registrant's
expression of its views, or the respects in which you do not agree with the
statements made by the Registrant, please promptly provide such a letter and it
shall be field as an exhibit to the Form 8-K.

If there are any questions, please do not hesitate to contact me.

Sincerely,

PRIMEDEX HEALTH SYSTEMS, INC.



By: /s/ Howard G. Berger
   ---------------------------------------
   Howard G. Berger, M.D., President



                                   EXHIBIT 16




December 8, 1999


VIA FACSIMILE: (714)834-0407
AND FIRST CLASS U.S. MAIL

Michael Mullen
Moore, Stephens, PC
340 North Avenue
Cranford, NJ  07016-2496

Re:      Form 8-K -- Primedex Health Systems, Inc.

Dear Mr. Mullen:

Attached please find Registrant's disclosure with regard to Item 4, Changes in
Registrant's Certifying Accountants, of its Form 8-K, regarding your engagement.
Please review the disclosure. Please furnish the Registrant with a letter
addressed to the Securities and Exchange Commission, stating whether you agree
with the statements made by the Registrant in response to Item 304(a) and, if
not, stating the respects in which you do not agree with the statements made by
the Registrant. Please promptly provide such a letter and it shall be filed as
an exhibit to the Form 8-K.

Thank you for your courtesy and cooperation. If there are any questions, please
do not hesitate to contact me.

Sincerely,

PRIMEDEX HEALTH SYSTEMS, INC.



By: /s/ Howard G. Berger
   -----------------------------------
   Howard G. Berger, M.D., President







                                   EXHIBIT 16



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