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
Date of report: February 5, 1999
HALIS, INC.
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Exact Name of Registrant
9040 Roswell Road, Suite 470, Atlanta, Georgia 30350
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Address of Principal Executive Offices
(770) 641-5555
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Registrant's Telephone Number
Georgia 0-16288 58-1366235
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
Former Name/Address: N/A
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On February 1, 1999, HALIS, Inc. (the "Company") dismissed its
independent auditors, Arthur Andersen, LLP, and on the same date
authorized the engagement of Tauber & Balser, P.C. as its independent
auditors for the fiscal year ended December 31, 1998. Tauber &
Balser, P.C. was formally engaged by the Company on February 1, 1999.
Each of these actions were approved by the Board of Directors of the
Company. The Board of Directors concluded that it would be more
economical to use a regional firm, such as Tauber & Balser, P.C. to
perform its audit for the current fiscal year.
Arthur Andersen, LLP audited the financial statements for the
Company for the fiscal year ended December 31, 1997. The report of
Arthur Andersen on the financial statements of the Company for the
fiscal year ended December 31, 1997 contained an additional paragraph
which modified the report to emphasize that Arthur Andersen believed
there was substantial doubt about the Company's ability to continue as
a going concern. Except as set forth in the preceding sentence, the
report on that audit did not contain any adverse opinion or a disclaimer
of opinion, nor was it qualified as to uncertainty, audit scope, and
accounting principles. Prior to Arthur Andersen LLP, the Company employed
Habif, Arogeti & Wynne, P.C. as its independent auditor for its fiscal year
ended December 31,1996. The circumstances surrounding the replacement of
Habif, Arogeti & Wynne, P.C. with Arthur Andersen, LLP was previously
reported by the Company in its Form 8-K filed January 5, 1998.
In connection with the audit of the fiscal year ended December
31, 1997 and for the unaudited interim period through February 1,
1999, there were no disagreements with Arthur Andersen, LLP on any
matter of accounting principle or practice, financial statement
disclosure, or audit procedure or scope. Additionally, Arthur
Andersen, LLP did not advise the Company that (i) the internal
controls necessary for the Company to develop reliable financial
statements did not exist; (ii) information had come to its attention
that led it to no longer be able to rely on management's
representations, or that made it unwilling to be associated with the
financial statements prepared by management; (iii) there existed a
need to expand significantly the scope of its audit, or that
information had come to the attention of Arthur Andersen, LLP during
the fiscal periods, that if further investigated may (a) materially
impact the fairness or reliability of either: a previously issued
audit report or the underlying financial statements, or the financial
statements issued or to be issued covering the fiscal period
subsequent to the date of the most recent financial statements covered
by an audit report (including information that may prevent it from
rendering an unqualified audit report on those financial statements),
or (b) cause Arthur Andersen, LLP to be unwilling to rely on
management's representations or be associated with the Company's
financial statements, and due to the dismissal of Arthur Andersen, LLP
did not so expand the scope of its audit or conduct such further
investigation; or (iv) information had come to the attention of Arthur
Andersen, LLP that it concluded materially impacts the fairness or
reliability of either (a) a previously issued audit report or the
underlying financial statements, or (b) the financial statements
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issued or to be issued covering the fiscal period subsequent to the
date of the most recent financial statements covered by an audit
report (including information that, unless resolved to the
satisfaction of Arthur Andersen, LLP would prevent it from rendering
an unqualified audit report on those financial statements), and due to
the dismissal of Arthur Andersen, LLP, the issue has not been resolved
to the satisfaction of Arthur Andersen, LLP prior to its dismissal.
Further, during the fiscal year ended December 31, 1997 and the
unaudited interim period through February 1, 1999, neither the Company
nor any of its representatives sought the advice of Tauber & Balser,
P.C. regarding the application of accounting principles to a specific
completed or contemplated transaction or the type of audit opinion
that might be rendered on the Company's financial statements.
The Company has requested that Arthur Andersen, LLP furnish it
with a letter addressed to the Securities & Exchange Commission
stating whether it agrees with the above statements. A copy of Arthur
Andersen, LLP's letter to the Securities & Exchange Commission is
filed as Exhibit 16.1 to this Form 8-K.
ITEM 7. EXHIBITS.
(c) Exhibits:
The following exhibits are filed herewith:
16.1 - Letter re: Change in Certifying Accountant.
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SIGNATURES
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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.
HALIS, INC.
By: /s/ Paul W. Harrison
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Paul W. Harrison, Chairman and
President
Dated: February 5, 1999
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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16.1 Letter regarding change in certifying accountant
Exhibit 16.1
[Letterhead of Arthur Andersen LLP]
February 5, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K dated February 5, 1999
of HALIS, Inc. to be filed with the Securities and Exchange Commission
and are in agreement with the statements contained therein.
Very truly yours,
Arthur Andersen, LLP
