<PAGE>
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)
May 18, 1999
------------
NUTRAMAX PRODUCTS, INC.
-------------------------------
(Exact name of registrant as specified in charter)
Delaware 0-18671 061200464
---------- ------- ------------
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
51 Blackburn Drive, Gloucester, Massachusetts 01930
---------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (978) 282-1800
--------------
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
- ------------------------------------------------------
On May 18, 1999, the Company engaged Arthur Andersen LLP as the independent
accountants to examine and report upon the Company's financial statements for
the current fiscal year ending October 2, 1999. In connection therewith, the
Company terminated the engagement of Deloitte & Touche LLP as independent
accountants for the Company.
The decision to engage Arthur Andersen LLP followed a determination by
management and the Audit Committee, approved by the Board of Directors, that it
was in the interest of the Company to review the relationship between the
Company and its independent accounting firm with respect to services provided
and fees charged. On January 12, 1999, the Board of Directors charged
management with the responsibility of soliciting proposals from, and
interviewing, various accounting firms for possible engagement for the current
fiscal year. Prior to making the determination to engage Arthur Andersen LLP and
to terminate the engagement of Deloitte & Touche LLP, the Company received
proposals from, and interviewed, Arthur Andersen LLP and three other major
accounting firms concerning audit and certain tax services to be provided. On
May 6, 1999, the Board of Directors, upon the recommendation of management and
the Audit Committee, approved the engagement of Arthur Andersen LLP as the
Company's independent accountants, subject to the completion by management of
certain reference checks and related matters. On May 18, 1999, the Company
communicated to Arthur Andersen LLP and Deloitte & Touche LLP its decision to
engage Arthur Andersen LLP and to terminate the engagement of Deloitte & Touche
LLP effective as of such date.
For the fiscal year ended October 3, 1998 and several years prior thereto,
Deloitte & Touche LLP had examined and reported upon the Company's financial
statements and had served as the Company's independent accountants.
In connection with the audits of the two fiscal years ended September 27,
1997 ("fiscal 1997") and October 3, 1998 ("fiscal 1998"), and during the
subsequent interim period through May 18, 1999, the Company discussed with
Deloitte & Touche LLP the issues set forth below with respect to matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure. The Company believes that such issues, if not resolved to
the satisfaction of Deloitte & Touche LLP, may have caused Deloitte & Touche LLP
to make reference to the subject matter of such issues in connection with an
audit report.
i. With respect to the audit of the Company's financial statements for fiscal
1998, the Company and Deloitte & Touche LLP discussed the proper accounting
treatment for certain inventory and accounts receivable adjustments
recorded in fiscal 1998. In connection with these discussions, the Company
had taken the position that such amounts were allocable to goodwill as
beginning balance sheet adjustments in connection with the acquisition of
the assets of American White Cross, Inc. and Weaver Manufacturing
Corporation on September 11, 1997 (the "AWC Acquisition"). However,
Deloitte & Touche LLP believed that the Company had not obtained sufficient
documentation to demonstrate that such adjustments were the result of
circumstances existing as of the closing of the AWC Acquisition.
<PAGE>
Accordingly, to the satisfaction of Deloitte & Touche LLP, the Company
ultimately recorded the amounts in question as current year changes in
estimates and expensed such amounts in fiscal 1998.
ii. In connection with the preparation of the Quarterly Report on Form 10-Q for
the fiscal quarter ended April 3, 1999, the Company and Deloitte & Touche
LLP discussed the accounting treatment of the results from operations of
the Company's wholly-owned subsidiary, Optopics Laboratories Corporation
(the "Ophthalmics Division"), upon the Company's decision to divest the
Ophthalmics Division on February 23, 1999. The Company believes that from
such date forward the operations of the Ophthalmics Division can be
appropriately accounted for as discontinued operations under applicable
accounting guidance and Securities and Exchange Commission ("SEC") rules
and regulations. On April 22, 1999, the Company presented to Deloitte &
Touche LLP its position regarding its proposed accounting treatment for the
Ophthalmics Division. On April 27, 1999, Deloitte & Touche LLP informed the
Company that, although it had not completed a full review of the matter, it
concurred with the Company's position, and subsequently on April 27, 1999,
the Company released its earnings which reflected the Ophthalmics Division
as a discontinued operation. On May 15, 1999, Deloitte & Touche LLP
informed the Company that it had completed its final assessment and that it
did not concur with the Company's position concerning the accounting
treatment of the Ophthalmics Division.
Management has discussed the subject matter of the foregoing issues with
certain members of the Board of Directors, including members of the Audit
Committee.
The Company has authorized Deloitte & Touche LLP to respond fully to the
inquiries of Arthur Andersen LLP concerning the subject matter of each of the
above issues.
On May 18, 1999, the Company consulted Arthur Andersen LLP on its views as
to the appropriate accounting treatment of the Ophthalmics Division. Based upon
its initial assessment, Arthur Andersen LLP indicated orally that it believes
that the Company has taken an acceptable position with respect to such
accounting treatment under applicable accounting guidance and SEC rules and
regulations.
The audit reports of Deloitte & Touche LLP on the consolidated financial
statements of the Company for fiscal 1997 and fiscal 1998 do not contain any
adverse opinion or disclaimer of opinion, nor are they qualified or modified as
to uncertainty, audit scope, or accounting principles.
Item 7. Financial Information, Pro Forma Financial Information and Exhibits.
- ----------------------------------------------------------------------------
Exhibit No Description
---------- -----------
16.1 Letter from Deloitte & Touche LLP*
- -----------
*To be filed by amendment.
<PAGE>
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 thereunto duly authorized.
NUTRAMAX PRODUCTS, INC.
Date: May 25, 1999 By:/s/ Robert F. Burns
-------------------------------------
Robert F. Burns
Chief Financial Officer
