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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20552
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): September 30, 1999
SALIVA DIAGNOSTIC SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-21284 91-1549305
(State or other jurisdiction (Commission (IRS Employer
or incorporation) File Number) Identification no.)
11719 N.E. 95TH STREET
VANCOUVER, WA 98682
(360) 696-4800
(Address, including zip code, and telephone number
of principal executive offices)
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
On September 30, 1999 Saliva Diagnostic Systems, Inc. (the "Company")
dismissed its independent auditors, Arthur Andersen, LLP. Such dismissal was
recommended and approved by the Company's Board of Directors, based in part, on
the cost of the services rendered to date. Management is seeking to resolve its
fee dispute with Arthur Andersen, LLP within the next sixty (60) days. The
outcome of these negotiations cannot be determined at this time.
As of September 30, 1999, the Company engaged Lazer Levine & Felix to be
its independent auditors, subject to approval by the Company's stockholders at
the Company's next annual meeting of stockholders.
ITEM 5. OTHER EVENTS
On September 30, 1999, the Company's Board of Directors terminated
Kenneth J. McLachlan as Chief Executive Officer and President and Director. The
Board of Directors also terminated a consulting agreement with Mr. McLachlan's
affiliated company, International Business Consultants ("IBCO"). The Company
intends to vigorously defend any claims for compensation or reimbursement of
expenses by IBCO or Mr. McLachlan. The outcome of these negotiations cannot be
determined at this time.
In July 1999, Mr. McLaughlan, purportedly on behalf of the Company,
executed a Promissory Note in favor of Bryan Cave LLP, the Company's legal
counsel in the amount of $610,000 and granted Bryan Cave LLP a security interest
in the assets of the Company, including intellectual property.
On October 5, 1999, Hans R. Vauthier, Ph.D. resigned as a Director of
the Company. Accordingly, the Company's Board of Directors currently consists of
Paul C. Bernstein, Leo Ehrlich and Joe Levi, Esq.
On October 8, 1999, the Company's Board of Directors elected Mr. Leo
Ehrlich as Chief Executive Officer, President and Assistant Secretary and Steven
Pascal as Executive Vice President and Secretary of the Company. The Company
intends to focus on settlement of outstanding accounts payable, analysis and the
resolution, prosecution or defense of pending and threatened litigation and
production and distribution of the Company's products. The Company will require
additional financing to meet the aforesaid objectives and their is no assurance
that the Company will be able to resolve its operational issues or obtain
requisite funding in a sufficient amount or in a timely manner.
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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, thereunto duly authorized.
Saliva Diagnostic Systems, Inc.
DATE: October 14, 1999 By: /s/ LEO EHRLICH
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Leo Ehrlich,
Chief Executive Officer
