SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K\ A2
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
August 21, 1998
PROCYON CORPORATION
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-17449 36-8732690
-------- ------- ----------
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
1150 Cleveland Street, Suite 410
Clearwater, Florida 34615
--------------------------------------
(Address of principal executive offices)
(813) 447-2998
--------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 4. Changes in Registrant's Certifying Accountant
(a) BDO Seidman, LLP (the "Former Accountants") reported on the financial
statements of Procyon Corporation (the "Company") for the fiscal years
ended June 30, 1996 and 1997. The report of the Former Accountants on the
financial statements for such years contained no adverse opinion or
disclaimer of opinion and was not modified as to uncertainty, audit scope
or accounting principles, however the report for each of such years
contained an explanatory paragraph related to the Company's ability to
continue as a going concern.
During the fiscal years ended June 30, 1996 and 1997 and through the date
of this report, the Former Accountants did not advise the Company with
respect to any of the matters described in paragraphs (a)(1)(iv)(B)(1)
through (3) of Item 304 of Regulation S-B. There were no disagreements with
the Former Accountants on a matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of the Former Accountants
would have caused them to make reference thereto in their report on the
financial statements for such years.
The Former Accountants did not resign, decline to stand for re-election and
were not dismissed.
(b) On August 21, 1998, the Company engaged Giunta, Ferlita & Walsh, P.A. (The
"Successor Accountants") as the principal accountants to audit the
Company's financial statements. The Board of Directors approved such
engagement. During the Company's two most recent fiscal years and through
the date of this report, the Company did not consult the Successor
Accountants with respect to any of the matters described in paragraphs
(a)(2)(i) through (ii) of Item 304 of Regulation S-B.
(c) The Company provided the Former Accountants with a copy of the disclosures
it made in response to this Item and requested the Former Accountants to
furnish a letter addressed to the Commission stating whether it agrees with
the statements made by the Company and, if not, stating the respect in
which it does not agree. Such letter was filed as an amendment to the Form
8-K. This amendment conforms the information in Item 4(a) with that
provided in the letter of the Former Accountants.
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.
PROCYON CORPORATION
Date: September 29, 1998 By: /s/ John C. Anderson
---------------------------------
John C. Anderson, President
2
