UNITED STATES
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): February 17, 2000
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PROBEX CORP.
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(Exact name of registrant as specified in its charter)
Colorado 1-15567 33-0294243
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1467 LeMay, Suite 111, Carrollton, Texas 75007
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 466-1555
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(Not Applicable)
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
At a meeting held on February 14, 2000, the Board of Directors of the
Company approved the engagement of Ernst & Young LLP as its independent auditors
for the fiscal year ending 2000 to replace the firm of M.C. Hunter & Associates
("M.C. Hunter") as its independent auditors, who were dismissed as auditors of
the Company effective February 14, 2000.
The reports of M.C. Hunter on the Company's financial statements for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended September 30, 1999 and September 30, 1998,
and in the subsequent interim period, there were no disagreements with M.C.
Hunter on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of M.C. Hunter would have caused M.C. Hunter to make reference to
the matter in their report.
The Company has provided M.C. Hunter with a copy of this Form 8-K and has
requested M.C. Hunter to furnish the Company a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements and, if not, to state the respects in which M.C. Hunter does not
agree with such statements. M.C. Hunter's response letter, dated February 15,
2000 is filed as Exhibit 99.1 to this Form 8-K.
Item 7. Financial Statements and Exhibits
99.1 M. C. Hunter & Associates Response Letter dated February 15, 2000
2
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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.
PROBEX CORP.
Date: February 17, 2000 By: /s/ Bruce A. Hall
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Bruce A. Hall
Chief Financial Officer
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[Letterhead of M.C. Hunter & Associates]
February 15, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated February 17, 2000, of Probex Corp. (the
"Registrant") and are in agreement with the statements contained in paragraphs 2
and 3 on page 2 therein. We have no basis to agree or disagree with other
statements of the Registrant contained therein.
In addition, we have no basis to agree or disagree with other statements of the
registrant contained in paragraphs 1 and 4 on page 2 of the above referenced
filing.
M.C. Hunter & Associates
by
/s/ Marlow C. Hunter
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Marlow C. Hunter, CPA< Proprietor
