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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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AMENDMENT NO. 1
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.
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[Exact Name or Registrant as specified in its Charter]
New York 0-19019 13-3326724
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[State or other jurisdiction [Commission File No.] [IRS Employer
of incorporation] Identification No.]
1516 Cotner Avenue, Los Angeles, California 90025-3303
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[Address of principal executive officers; ZIP Code]
Registrant's Telephone No., including Area Code: (310)478-7808
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Former address, if changed since last report
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Item 4 Changes in Registrant's Certifying Accountants
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(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.
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(c) EXHIBITS. The following exhibits are furnished with this Current
Report.
Exhibit No. Document
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16 Letter from Former Accountant re Change in
Certifying Accountant
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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 22, 1999 By: /s/ Howard G. Berger
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Howard G. Berger, M.D., President and Chief
Financial Officer
December 22, 1999
Howard G. Berger, M.D., President
Primedex Health Systems, Inc.
1516 Cotner Avenue
Los Angeles, CA 90025
Dear Dr. Berger:
This is to confirm that the client-auditor relationship between Primedex Health
Systems, Inc. (Commission File Number 0-19019) and Moore Stephens, P.C. has
ceased
Very truly yours,
/s/ Moore Stephens, P.C.
MOORE STEPHENS, P.C.
Certified Public Accountants
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, C.D. 20549
EXHIBIT 16
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December 22, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Primedex Health Systems, Inc. (the
"Registrant") (Commission File Number 0-19019), which we understand was filed
with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's
Form 8-K report for the month of December, 1999. In addition to the events
reported in such Form 8-K, with which we agree, we must point out a technical
inaccuracy in the statements made as described in the following paragraph.
The Registrant made the following statement:
"The accountants' opinion for the years ended October 31, 1997, and
1998, contained a qualification as to uncertainty as to the ability of
the Registrant to continue as a going concern,"
The reporting standards of generally accepted auditing standards state that
certain circumstances, while not affecting the auditor's unqualified opinion,
may require that the auditor add an explanatory paragraph to the auditor's
standard report. The report of Moore Stephens, P.C. for the year ended October
31, 1997, dated February 6, 1998, except as to Note 24(c) for which the date is
February 25, 1998, Note 24(d) for which the date is February 26, 1998 and Note
24(a) and (b) for which the date is February 27, 1998 and the report of Moore
Stephens, P.C. for the year ended October 31, 1998, dated January 15, 1999, each
contained such an explanatory paragraph describing conditions relating to the
Registrant that raised substantial doubt about its ability to continue as a
going concern. Such explanatory paragraphs are not "qualified" opinions as such
statement is made in the Registrant's Form 8-K.
Very truly yours,
/s/ Moore Stephens, P.C.
MOORE STEPHENS, P.C.
EXHIBIT 16
