PROCYON CORP
8-K, 1998-08-31
INVESTORS, NEC
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                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                          
                                          
                                      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 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)

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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.

     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 has provided the Former Accountants with a copy of the
     disclosures it is making in response to this Item and has 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 is unavailable
     at the time of filing this report and the Company has requested the Former
     Accountants to provide the letter so that it can be filed with the
     Commission within ten business days after the filing of this report.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

(a)  Not applicable.

(b)  Not applicable.

(c)  The letter of the Former Accountants will be filed by amendment as an
     exhibit to this report in accordance with the provisions of Item 601 of
     Regulation S-B.


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                                     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:     August 26, 1998               By: /s/ John C. Anderson
                                           -------------------------------------
                                            John C. Anderson, President



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