SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20552
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FORM 8-K/A
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.)
419 Park Avenue South
New York, New York 10016
(212) 937-3801
(Address, including zip code, and telephone number
of principal executive offices)
11719 N.E. 95th Street
Vancouver, WA 98682
(360) 696-4800
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(Former name or former address, if changed since last report)
<PAGE>
On September 30, 1999, Arthur Andersen, LLP ("Arthur Andersen") was
dismissed as outside auditors for Saliva Diagnostic Systems, Inc. (the
"Company"). Arthur Andersen had acted as the Company's outside auditors from May
1997 through such dismissal. The Company's Board of Directors, at a previously
scheduled Board meeting on September 30, 1999 dismissed Arthur Andersen and
appointed the accounting firm of Lazar, Levine & Felix, LLP ("Lazar Levine"), as
the Company's new outside auditors, subject to shareholder ratification of such
appointment at the Company's next annual or, if called prior thereto, special
shareholders' meeting. Due to the reduction in the Company's manufacturing and
distribution activities, as well as the Company's expected future operations,
the Board had determined that it did not need outside auditors with the
resources and breadth of operations of Arthur Andersen and, based on a review of
several accounting firms, selected Lazar Levine which has a public company and
international auditing experience.
Arthur Andersen had included a "going concern" qualification in its
accountant's report on the financial statements for the Company's two fiscal
years ended December 1, 1998 and December 31, 1997, but did not in either of the
financial statements include an adverse opinion or a disclaimer of opinion or a
qualification disclaimer of opinion or a qualification or modification as to
audit scope or accounting principles. During the two most recent fiscal years
and any subsequent interim period preceding Arthur Andersen's resignation, there
were no disagreements between the Company and the former auditors on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of the
former auditors, would have caused Arthur Andersen to make a reference to the
subject matter of the disagreement in connection with its auditor's reports in
such financial statements. Prior to Arthur Andersen's dismissal, Arthur Andersen
did not express a difference of opinion regarding any events listed in Item
304(a)(1)(v)(A) through (D) of Regulation S-K.
Prior to engaging Lazar Levine, the Company consulted with
several of its clients as to its qualifications, experiences and
ability to audit the Company's financial statements. The Company and Lazar
Levine did not have any discussions regarding the application of accounting
principles to a specified transaction, either complete or proposed, or the type
of audit opinion that might be rendered on the registrant's financial statements
and there are no reports nor written or oral advice provided by the new
accountants' experience, provided in deciding to retain Lazar Levine. Further,
as noted, there was no matter that was the subject of a disagreement as
described in Item 304(a)(1)(iv) of Regulation S-K, promulgated by the Securities
and Exchange Commission.
<PAGE>
Lazar Levine is expected to audit the Company's financial statements as of
and for the period ended December 31, 1999. The Company has provided a copy of
this Form 8-K/A to both Arthur Andersen and Lazar Levine requesting in the case
of Arthur Andersen that Arthur Andersen furnish the Company with a letter
addressed to the SEC stating whether is agrees with the statements made by the
registrant in response to Item 304(a) of Regulation S-K herein. A copy of Arthur
Andersen's letter which does not object to the Company's responses herein is
attached as Exhibit 00.1. The Company requested that Lazar Levine review this
filing and indicated the Company would file any letter with the SEC submitted by
Lazar Levine that contained any new information, any clarification of the
Company's expression of its views herein, or the respects in which Lazar Levine
does not agree with the statements made by the Company herein in response to
Item 304(a) of regulation of S-K. Lazar Levine has advised the Company that it
has reviewed this filing and has no basis on which to submit a letter addressed
to the SEC in response to Item 304 of Regulation S-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on March 9, 2000.
By:/s/ Leo Ehrlich
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Leo Ehrlich, President
<PAGE>
EXHIBIT INDEX
Exhibit No. Document Description
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1 Letter from Arthur Andersen, LLP dated March 9, 2000
EXHIBIT No. 1
ARTHUR ANDERSEN LLP
Suite 1500
111 SW Columbia Street
Portland, OR 97201-5875
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
March 9, 2000
Dear Sir or Madam:
We have read the first two paragraphs of Item 4 included in the Form 8-K/A dated
March 8, 2000 of Saliva Diagnostic Systems, Inc. to be filed with the Securities
and Exchange Commission. We are unable to comment on the company's statement
that the date on which Arthur Andersen LLP ("Arthur Andersen") was dismissed as
outside auditors was September 30, 1999. Arthur Andersen only became aware of
such dismissal on November 12, 1999. We are in agreement with the remaining
statements contained in the first two paragraphs of Item 4.
Very truly yours,
ARTHUR ANDERSEN LLP
By: /S/ RICHARD D. CALLAHAN
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Richard D. Callahan
Copy to:
Mr. Leo Ehrlich, President
Saliva Diagnostic Systems, Inc.
