U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report: August 24, 1999
Commission file number 0-19866
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CELOX LABORATORIES, INC.
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(Exact name of small business issuer as
specified in its charter)
MINNESOTA 36-3384240
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(State or other jurisdiction (I. R. S. Employer
of incorporation or organization) Identification Number)
1311 HELMO AVENUE, ST. PAUL, MINNESOTA 55128
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(Address of principal executive offices) (Zip code)
Issuers telephone number, including area code: (651) 730-1500
This Form 8-K/A amends the Form 8-K filed by the Company on August 12, 1999.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On August 5, 1999 , the management of Celox Laboratories, Inc. (the
"Company") notified Boulay Heutmaker Zibell & Co. P.L.L.P.(BHZ) that they were
being dismissed as the Company's independent accountants. On August 6, 1999 the
Company engaged Arthur Andersen LLP as the new independent accountants. The
Board of Directors of the Company gave informal approval for both of these acts.
BHZ's reports with respect to the Company's financial statements for
the fiscal years ended August 31, 1997 and 1998 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified as to uncertainty,
audit scope or accounting principles.
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In connection with the audits of the Company's financial statements for
each of the two fiscal years ended August 31, 1997 and 1998 and in the
subsequent interim period from September 1, 1998 through August 5, 1999 (date of
dismissal) there were no disagreements with BHZ on any matter of accounting
principles or practices, financial statement disclosure or auditing scope and
procedures which if not resolved to the satisfaction of BHZ would have caused
BHZ to make reference to the matter in their report.
During the Company's fiscal years ended August 31, 1997 and 1998, and
through the interim period from September 1, 1998 through August 5, 1999 (date
of dismissal) no reportable events have occurred (as defined in Securities and
Exchange Commission Regulation S-K Item 304 (a) (1) (v) ).
During the Company's fiscal years ended August 31, 1997 and 1998, and
during the interim periods in fiscal 1999 prior to the engagement of Arthur
Andersen LLP, there were no consultations between the Company and Arthur
Andersen LLP regarding the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered upon the Company's financial statements. No written report or
oral advice was given to the Company by Arthur Andersen LLP in such regard.
The Company has requested that BHZ furnish a letter addressed to the
Commission stating whether BHZ agrees with the above statements. A copy of that
letter, dated August 16, 1999 is filed with the commission as Exhibit 16 to this
Form 8-K/A.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c.) Exhibits.
Exhibit 16 Letter from Boulay Heutmaker Zibell & Co. P.L.L.P.
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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 thereunto duly authorized.
Celox Laboratories, Inc.
August 24, 1999 By _/s/ Milo R. Polovina
Milo R. Polovina, CEO
[LOGO]
BHZ BOULAY, HEUTMAKER, ZIBELL & CO. P.L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
[LETTERHEAD]
August 16, 1999
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street Northwest
Washington, DC 20549
Ladies/gentlemen:
We have read and agree with the comments in Item 4 of the Form 8-K of Celox
Laboratories, Inc. dated August 12, 1999.
Very Truly Yours,
/s/ Boulay, Heutmaker, Zibell & Co. PLLP
Boulay, Heutmaker, Zibell & Co. PLLP
