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): December 23, 1998
PRIME CELLULAR, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18700 13-3570672
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
580 Marshall Street, Phillipsburg, New Jersey 08863
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 387-1673
- --------------------------------------------------------------------------------
Former name or former address, if changed since last report
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
(a)(i) On December 23, 1998, Prime Cellular, Inc. (the "Company") dismissed
Marcum & Kliegman, LLP ("M&K") as its principal independent accountant.
(ii) M&K's report on the financial statements of the Company for the fiscal
year ended May 31, 1997 (the only such report given to the Company by M&K) did
not contain an adverse opinion or disclaimer of opinion, nor was such report
modified as to uncertainty, audit scope or accounting principles.
(iii) The decision to change accountants was approved by the Company's
Board of Directors.
(iv)-(v) There were no disagreements with M&K on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved to M&K's satisfaction, would have caused M&K
to make reference to the subject matter of the disagreement in connection with
its report.
(b) On December 23, 1998, the Company engaged Raich Ende Malter Lerner &
Co. ("Raich Ende") as its principal independent accountants who will audit and
report on the financial statements of the Company for the fiscal year ending
December 31, 1998. (As reported in the Company's Current Report on Form 8-K
related to the merger (the "Merger") of a subsidiary of the Company into Cell &
Molecular Technologies, Inc. ("CMT"), in connection with the Merger, the Company
adopted the fiscal year of CMT, which is a calendar year). Prior to engaging
Raich Ende, neither the Company, nor anyone acting on its behalf consulted with
Raich Ende regarding the application of accounting principles to any specific
transaction or the type of audit opinion that might be rendered on the Company's
financial statements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c). Exhibits.
16. Letter from Marcum & Kliegman, LLP regarding change in certifying
accountant (to be filed by amendment).
-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.
PRIME CELLULAR, INC.
By: /s/ Joseph K. Pagano
--------------------------------
Joseph K. Pagano,
Chief Executive Officer and duly
authorized officer
Date: December 31, 1998
