NUTRAMAX PRODUCTS INC /DE/
8-K/A, 1999-06-10
PHARMACEUTICAL PREPARATIONS
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549
                            -----------------------


                                  FORM 8-K/A

                                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 7.  Financial Information, Pro Forma Financial Information and Exhibits.
- ----------------------------------------------------------------------------

     This Form 8-K/A is filed as an amendment to the Current Report on Form 8-K
filed by NutraMax Products, Inc. on May 25, 1999, solely for the purpose of
filing the exhibit set forth below.

     Exhibit No                     Description
     ----------                     -----------

        16.1                        Letter from Deloitte & Touche LLP

                                       2
<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: June 4, 1999              By: /s/ Robert F. Burns
           -                        ---------------------------------
                                    Robert F. Burns
                                    Chief Financial Officer


                                       3
<PAGE>

                                 EXHIBIT INDEX


16.1    Letter from Deloitte & Touche LLP




<PAGE>

                                                                   Exhibit 16.1

                      [Deloitte & Touche LLP Letterhead]

June 2, 1999

Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sirs/Mesdames:

We were previously engaged as independent certified public accountants for
Nutramax Products, Inc. (the "Company").  Our engagement as independent
certified public accountants ceased on May 18, 1999.  We have read Item 4 of the
Company's Current Report on Form 8-K (the "Form 8-K"), dated May 18, 1999, and
have the following comments:

1. We have no basis to agree or disagree with the statements made in the first
   sentence of the first paragraph and in the first, second, third and fourth
   sentences of the second paragraph.

2. We agree with the statements made in the last sentence of the first paragraph
   and the last sentence of the second paragraph insofar as they relate to
   Deloitte & Touche LLP.

3. We agree with the statements made in the third paragraph.

4. With respect to the disagreements described in the fourth paragraph we have
   the following comments:

   (i) Except as described in the next sentence, we agree with the statements
       made in section i. With respect to the statements made in the third
       sentence of section i., which states; "(h)owever, Deloitte & Touche LLP
       believed that the Company had not obtained sufficient documentation to
                                         ---------------------------------
       demonstrate that such adjustments were the result of
       circumstances..."(emphasis added) we informed the Company's management
       that they had not provided us sufficient documentation to demonstrate
                         --------
       that such adjustments were the result of circumstances existing as of the
       closing of the AWC Acquisition.

<PAGE>


   (ii) We agree with the statements made in the first two sentences of section
        ii. With respect to the statements made in the third sentence of section
        ii., we agree that while the first time the Company discussed its
        position on accounting for the Opthalmics Division as a discontinued
        operation was on April 22, 1999, such initial discussions were continued
        at a meeting with the Company on April 26, 1999. We disagree with the
        statements made in the fourth sentence of section ii. On April 27, 1999,
        we informed the Company that we had not concluded on the propriety of
        the Company's position and that we would need to perform additional
        research and analysis to reach a conclusion. With respect to the
        statements made in the fifth sentence of section ii., we agree with the
        statement that on May 15, 1999 we informed the Company that we had
        concluded that the Opthalmics Division did not meet the criteria
        required to account for the division as a discontinued operation and
        that it should be included in continuing operations. Subsequent to the
        May 18, 1999 cessation of our auditor client relationship with the
        Company, we learned that on May 18, 1999 the Company filed its quarterly
        report on Form 10-Q, for the quarter ended April 3, 1999, which
        reflected the operations of the Opthalmics Division in such 10-Q as a
        discontinued operation.

5. We agree with the statements made in the fifth paragraph insofar as they
   relate to discussions of the subject matter described in section i. of
   paragraph 4, however, we have no basis to agree or disagree with such
   statements as they relate to section ii. of paragraph 4.

6. We agree with the statements made in the sixth and eighth paragraphs.

7. We have no basis to agree or disagree with the statements made in the seventh
   paragraph.

Yours truly,

/s/ Deloitte & Touche LLP





cc:  Mr. Robert F. Burns, Chief Financial Officer
     Nutramax Products, Inc.




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