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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): January 25, 1999
Commission File Number 0-19606
AMERICAN BIOMED, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0136574
(State of other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
10077 GROGAN'S MILL ROAD, SUITE 100, THE WOODLANDS, TEXAS 77380
(Address of principal executive office) (Zip Code)
(281) 367-3895
(Registrant's telephone number including area code)
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) (i) On January 25, 1999 the Company by means of a letter
addressed to PricewaterhouseCoopers LLP (the "Former Accountant") informed the
Former Accountant that it is changing independent auditors. The change arises
from the Company's desire to terminate its relationship with the Former
Accountant because of financial considerations.
(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 three (3) years except, the
Former Accountant's report on the financial statements of the Company as of and
for the years ended December 31, 1997, contained a separate paragraph stating
that "the Company has operated as a development stage enterprise since its
inception by devoting substantially all of its efforts to financial planning,
raising capital, research and development and developing markets for its
products. Consequently, as shown in the accompanying consolidated financial
statements through December 31, 1997, the Company had a cumulative loss of
$27,149,225 since its inception and had a working capital deficit of ($627,151)
at December 31, 1997. The above conditions raise substantial doubt about the
Company's ability to continue as a going concern. Accordingly, the Company's
continued existence is dependent upon its ability to obtain additional working
capital, to develop and market its products and, ultimately, upon its ability to
attain profitable operations. The consolidated financial statements do not
include any adjustments that might result from the outcome of these
uncertainties."
(iii) This decision to dismiss was made by the Company's
Board of Directors.
(iv) & (v) During the three most recent fiscal periods ended
December 31, 1997 and from January 1, 1998 through January 25, 1999, (i) there
were no disagreements between the Company and the Former Accountant 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 Accountant would have caused it to make reference
thereto in its report and (ii) there were no reportable events as defined in
paragraph 304 (a)(l)(v) of Regulation S-K.
(b) As of January 25, 1999, the Company has engaged Karlins, Arnold &
Corbitt, P.C. as successor to the Former Accountant.
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS
On December 22, 1998 Claudio Guazzoni resigned as director of the Company.
Mr. Guazonni cited family and time commitments as his reason for resigning. The
resignation was not caused by any disagreement between the parties.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
16.1 Letter from PricewaterhouseCoopers LLP
16.2 Letter from Claudio Guazzoni
SIGNATURE
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.
American BioMed, Inc.
Date: January 29, 1999 By: /s/Steven B. Rash
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Name: Steven B. Rash
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 PricewaterhouseCoopers LLP
16.2 Letter from Claudio Guazzoni
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EXHIBIT 16.1
PricewaterhouseCoopers LLP 1101 Louisiana Street Telephone (713)757-5200
Suite 4100 Facsimile (713)757-5248
Houston, TX 77002
January 29, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Gentlemen:
We have read the statements made by American BioMed, Inc. (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 January, 1999. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
PricewaterhouseCoopers LLP
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EXHIBIT 16.2
Zanett Capital Inc 1339 Cooper Station, New York, NY 10276
Claudio Guazzoni
Managing Partner
TO: STEVE RASH
Monday, December 21, 1998
Dear Mr. Rash,
Please accept my resignation as Director of ABMI effective immediately.
Lack of time and family commitments on my part preclude me from doing as
thorough job as I would like in 1999.
Good luck with the new Directors and keep up the good work.
Thank-you,
/s/ Claudio Guazzoni
Claudio Guazzoni
and family
