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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): April 7, 1998
POSITRON CORPORATION
(Exact Name of Registrant as Specified in Charter)
TEXAS 0-24092 76-0083622
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
1304 LANGHAM CREEK DRIVE #310, HOUSTON, TEXAS 77084
(Address of Principal Executive Offices) (Zip Code)
(281) 492-7100
Registrant's telephone number, including area code:
16350 PARK TEN PLACE
HOUSTON, TEXAS 77084
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) (i) On April 7, 1998, Coopers & Lybrand L.L.P. (the "Former
Accountants"), by means of a letter addressed to the Chairman of the Board and
Chief Executive Officer of Positron Corporation (the "Company") informed the
Company that it had resigned as the Company's independent auditors. The
resignation arises from the Former Accountants' desire to terminate its
relationship with the Company because of the Company's current financial
condition.
(ii) There was no adverse opinion or disclaimer of opinion, or
qualification or modification as to uncertainty, audit scope, or accounting
principles for either of the Registrant's past two (2) years except, (i) the
Former Accountant's report on the financial statements of the Company as of and
for the years ended December 31, 1996, contained a separate paragraph stating
that "the Company has suffered recurring losses from operations and has a net
capital deficiency that raises substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty." and (ii) the financial
statements of and for the fiscal year ended December 31, 1997 have not been
audited.
(iii) This decision to resign was made by the Former Accountants
and was neither approved nor disapproved by the Company's Board of Directors.
(iv)&(v) During the two most recent fiscal periods ended December
31, 1997 and December 31, 1996 and from December 31, 1997 until April 7, 1998,
(i) there were no disagreements between the Company and the Former Accountants
on any matter of accounting principles or practice, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of the Former Accountants would have caused it to make
reference thereto in its report and (ii) there were no reportable events as
defined in paragraph 304(a)(1)(v) of Regulation S-K.
(b) As of the date of this Report, the Company has not yet engaged new
independent accountants as successor to the Former Accountants. Because of the
Company's current financial condition, there are no assurances that the Company
will be successful in engaging new independent accountants.
ITEM 5. OTHER EVENTS
On April 21, 1998, the Company issued a press release disclosing that
(i) Coopers and Lybrand L.L.P. had resigned as the Company's independent
accountants, (ii) on January 21, 1998, David O. Rodrigue, the Company's Chief
Financial Officer and Secretary resigned and the Company has not employed a
replacement Chief Financial Officer, (iii) on April 14, 1998, Howard R. Baker
the Company's Executive Vice President tendered his resignation to be effective
May 14, 1998, (iv) the Company has failed to timely file its annual report on
Form 10-KSB for the year ended December 31, 1997 and will be unable to do so
until it has engaged new independent auditors and such auditors have completed
an audit of the Company's financial statements as of and for the fiscal year
ended December 31, 1997 and (v) the Company is not able to pay its obligations
as they come due. See Exhibit 99.1 for the full text of the press release which
is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
16.1 Letter from Coopers & Lybrand L.L.P.
99.1 Press release dated April 21, 1998
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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.
POSITRON CORPORATION
(Registrant)
Date: April 20, 1998 By: /s/ Gary B. Wood
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Name: Gary B. Wood, Ph.D.
Title: Chairman of the Board, President
and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. NAME OF ITEM
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16.1 -- Letter from Coopers & Lybrand L.L.P.
99.1 -- Press release dated April 21, 1998
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COOPERS & LYBRAND L.L.P. 1101 Louisiana Street Telephone (713) 757-5200
Suite 4100 Facsimile (713) 757-5248
Houston, Texas 77002
[COOPERS & LYBRAND LOGO]
April 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Positron Corporation (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report for the month of April, 1998. We agree
with the statements concerning our Firm in such Form 8-K
Very truly yours,
Coopers & Lybrand L.L.P.
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FOR IMMEDIATE RELEASE
POSITRON ANNOUNCES LIQUIDITY PROBLEMS AND
RESIGNATION OF ITS INDEPENDENT AUDITORS
HOUSTON, Texas -- April 21, 1998. Positron Corporation (the "Company")
announced today that it is experiencing severe liquidity problems and is not
able to pay its obligations as they come due. The Company is considering various
options, including the sale of debt or equity securities or the sale of assets.
No assurance can be given as to whether any of the various options being
considered will be successfully implemented. If the Company does not obtain
additional capital or other financing in the very near future, the Company will
not be able to continue as a going concern.
On April 7, 1998, Coopers & Lybrand L.L.P. resigned as the Company's
independent auditors. The Company has not filed its annual report on Form 10-KSB
for the year ended December 31, 1997 and will not be able to file its annual
report on Form 10-KSB until it has engaged a successor independent auditor and
an audit of its financial statements as of and for the fiscal year ended 1997
has been completed. Unless there is an improvement in the Company's current
financial situation, there are no assurances that the Company will be able to
engage a successor independent auditor.
On January 21, 1998, Mr. David O. Rodrigue, the Company's Chief
Financial Officer and Secretary resigned. On April 14, 1998, Mr. Howard R.
Baker, the Company's Executive Vice President tendered his resignation to be
effective May 14, 1998. No replacements have been engaged for these positions
and unless the Company's financial position improves, it is unlikely the Company
will be able to engage qualified replacements. Currently, the Company's only
executive officer is Dr. Gary B. Wood who serves as the Company's President and
Chief Executive Officer.
As a part of the Company's cost reduction effort, on April 1, 1998, the
Company relocated its office to 1304 Langham Creek Drive #310, Houston, Texas
77084.
Positron Corporation designs, manufactures, markets and services its
POSICAM(TM)systems, which are medical imaging devices utilizing PET technology.
PET technology permits the measurement of the biological processes of organs and
tissues as well as producing anatomical and structural images. POSICAM (TM)
systems are used by physicians in the diagnoses and management of heart disease
and certain other neurological and oncological illnesses.
