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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
September 24, 1996
Date of Report
(Date of earliest event reported)
OCCUPATIONAL HEALTH + REHABILITATION INC
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
02-21428 13-3464527
(Commission File Number) (IRS Employer Identification No.)
175 Derby Street, Suite 36
Hingham, Massachusetts 02043-5048
(Address of principal executive offices) (Zip Code)
(617) 741-5175
(Registrant's telephone number, including area code)
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Item 4. Change in Registrant's Certifying Accountants.
On September 24, 1996, the Board of Directors of Occupational Health +
Rehabilitation Inc (formerly Telor Ophthalmic Pharmaceuticals, Inc.) (the
"Company"), upon the recommendation of the Audit Committee, dismissed its prior
independent accountants, Arthur Andersen LLP ("Arthur Andersen"), and appointed
Ernst & Young LLP ("Ernst & Young") as the independent public accountants to
audit the financial statements of the Company and its consolidated subsidiaries
for the fiscal year ending December 31, 1996. This change in the Company's
auditing firm is due to the merger, effective June 6, 1996 (the "Merger"), of
Occupational Health + Rehabilitation Inc ("OH+R") with Telor Ophthalmic
Pharmaceuticals, Inc. ("Telor"), with the Company being the surviving
corporation. Prior to the Merger, Arthur Andersen served as independent
accountants for Telor and Ernst & Young served as independent accountants for
OH+R. The Merger was accounted for as a "reverse acquisition" whereby OH+R was
deemed to have acquired Telor for financial reporting purposes. Consistent with
the reverse acquisition accounting treatment, historical financial statements
for the Company for periods prior to the date of the Merger will be those of
OH+R. Because the financial statements of the Company are substantially the
financial statements of OH+R, the Board of Directors of the Company considered
it appropriate to engage Ernst & Young rather than Arthur Andersen as the
Company's independent accountants.
The reports of Arthur Andersen on the consolidated financial statements
of Telor as of and for the years ended December 31, 1995 and 1994 did not
contain any adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles, nor during the
same period of time or the subsequent interim periods through September 24, 1996
have there been any disagreements with Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to their satisfaction,
would have caused them to make reference to the subject matter of the
disagreement in connection with their reports. Furthermore, during the last two
fiscal years of Telor and the subsequent interim periods through September 24,
1996, there were no "reportable events" as described in Paragraph 304(a)(1)(v)
of Regulation S-K.
During the Company's two most recent fiscal years and the subsequent
interim periods through September 24, 1996, neither the Company nor anyone on
its behalf consulted Ernst & Young regarding either (i) the application of
accounting principles to a specified transaction (whether completed or proposed)
except as described below, or the type of audit opinion that might be rendered
on the Company's financial statements, or (ii) any matter that was either the
subject of a disagreement (as described in Paragraph 304(a)(1)(iv) of Regulation
S-K) or a reportable event (as described in Paragraph 304(a)(1)(v) of Regulation
S-K). In connection with the consummation of the Merger, OH+R consulted with
Ernst & Young regarding the "reverse acquisition" treatment of the transaction.
Compliance with the elements of that accounting treatment impacted the structure
of the transaction for the Company. In addition, subsequent to the Merger, the
Company has consulted with Ernst & Young (i) to determine the appropriate
financial
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statements to be filed as part of the Form 8-K/A reporting the Merger; (ii) to
consider whether various proposed acquisitions require the filing of a Form 8-K;
and (iii) to advise the Company on the relevant criteria for consolidation of
subsidiaries resulting from proposed acquisitions for financial reporting
purposes. Ernst & Young did not provide the Company with written reports related
to these issues. The Company did not consult with Arthur Andersen regarding
these issues.
The Company requested Arthur Andersen to furnish a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of Arthur Andersen's letter furnished to the Company is filed
herewith as an exhibit to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
16.01 Letter from Arthur Andersen dated September 27, 1996, agreeing
with the disclosure contained in Item 4 of this Current Report
on Form 8-K.
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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 hereunto duly authorized.
Date: October 1, 1996 OCCUPATIONAL HEALTH +
REHABILITATION INC
/s/John C. Garbarino
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John C. Garbarino
President and Chief Executive
Officer
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Exhibit 16.01
September 27, 1996
Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 in the Form 8-K dated September 24, 1996 of Occupational
Health + Rehabilitation, Inc. (Commission File Number 02-21428) and are in
agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
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