SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 (Date of earliest event reported): December 27, 1999
QUADRAX CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware 0-16052 05-0420158
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
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618 Main Street, P.O. Box 1001, West Warwick, Rhode Island 02893-0909
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (401) 821-1700
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN CERTIFYING ACCOUNTANT
On December 27, 1999, Quadrax Corporation (the "Company") dismissed
Livingston & Haynes, P.C. ("Livingston") and engaged Mayer Rispler & Company,
P.C. as the Company's independent auditors for the fiscal year ending December
31, 1998 and December 31, 1999. In each case, the decision was approved by the
Board of Directors of the Company, upon the recommendation of the Board of
Directors. Livingston's reports on the consolidated financial statements of the
Company for the past two years did not contain any adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles. During the Company's two most recent
fiscal years and the subsequent interim period preceding the dismissal of
Livingston, there were no disagreements with Livingston regarding any matters of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Livingston, would have caused Livingston to make reference to the subject matter
of the disagreements in connection with its report. The Company requested that
Livingston furnish it with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements. The letter,
dated April 7, 2000 has been filed as an exhibit to this current report on Form
8-K.
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: April 7, 2000
QUADRAX CORPORATION
By: /s/ Bruce Bishop
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Name: Bruce Bishop
Title: Vice President
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EXHIBIT INDEX
Exhibit
No. Description
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Letter dated April 7, 2000, from Livingston & Haynes, P.C.
1 to the Securities and Exchange Commission.
EXHIBIT 1
Livingston & Haynes, P.C.
40 Grove Street
Wellsley, Massachusetts 02181
Securities and Exchange Commission
Washington, D.C. 20549
April 7, 2000
Ladies and Gentlemen:
We were previously principal accountants for Quadrax Corporation and we
reported on the consolidated balance sheets of Quadrax Corporation and
subsidiaries as of December 31, 1997 and December 31, 1996, and the related
consolidated statements of operations, shareholders' equity and comprehensive
income (loss), and cash flows for each of the years in the three-year period
ended December 31, 1997. On December 27, 1999, our appointment as principal
accountants was terminated. We have read Quadrax Corporation's statements
included under Item 4 of its Form 8-K dated April 7, 2000, and we agree with
such statements, except that we are not in a position to agree or disagree with
Quadrax Corporation's statement that the change was approved by the board of
directors, upon the recommendation of the board of directors.
Very truly yours,
/s/ Livingston & Haynes, P.C.
