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UNITED STATES
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): May 18, 1998 (May 5, 1998)
PHYSICIANS CLINICAL LABORATORY, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-20678 68-0280528
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
3301 C Street, Suite 100E
Sacramento, California 95816
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (916) 444-3500
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
By letter dated May 5, 1998, Ernst & Young LLP ("E&Y") advised Nu-Tech
Bio-Med, Inc. ("Nu-Tech"), which owns a majority of the issued and outstanding
stock of the Company, that E&Y's relationship as independent auditors for the
Company has ceased. The notification from E&Y that its relationship as
independent auditors for the Company has ceased also included a similar
notification with respect to Nu-Tech. The Company believes that termination of
E&Y's auditing relationship with the Company was due to the decision of E&Y to
terminate its auditing relationship with Nu-Tech and did not result from any
disagreement or dispute concerning accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
As of the date hereof, the Company's financial statements for the year
ended February 28, 1998 have not been audited or reported on by any independent
accounting firm. For the years ended February 28, 1997 and February 29, 1996,
the reports of E&Y on the Company's financial statements for such years included
a qualification concerning the ability of the Company to continue as a going
concern and that the financial statements of the Company for such years did not
include any adjustments that may result from the outcome of that uncertainty.
During the years ended February 29, 1996 and February 28, 1997 and for
the interim period from March 1, 1998 through May 5, 1998, (i) there were no
disagreements between the Company and E&Y on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of E&Y,
would have caused it to make a reference to the subject matters of such
disagreements in connection with their report and (ii) there were no "reportable
events" (as that term is described in Item 304(a)(1)(v) of Regulation S-K)
involving E&Y and the Company.
As of the date hereof, no formal action has been taken by the Board of
Directors of the Company, or the Audit Committee of the Board of Directors, to
recommend or approve the appointment of new independent auditors. Management of
Nu-Tech has had recent discussions with Grant Thornton LLP concerning the
engagement of that firm as the new auditors for both the Company and Nu-Tech,
and Grant Thornton has indicated its willingness to accept the engagement,
subject to its review of E&Y's work papers.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) and (b) - Not Applicable
(c) Exhibits
Exhibit 16. Letter from Ernst & Young LLP required pursuant to Rule
304(a)(3) of Regulation S-K (to be filed by amendment).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
PHYSICIANS CLINICAL LABORATORY, INC.
By: /s/ J. Marvin Feigenbaum
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Name: J. Marvin Feigenbaum
Title: Chairman of the Board, President
and Chief Executive Officer
Date: May 18, 1998
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