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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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): JUNE 2, 1998 (MAY 5, 1998)
PHYSICIANS CLINICAL LABORATORY, INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 0-20678 68-0280528
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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3301 C STREET, SUITE 100E
SACRAMENTO, CALIFORNIA 95816
(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 year ended February 28, 1997 (the only fiscal year of
the Company for which E&Y rendered a report on the financial statements of the
Company), the report of E&Y on the Company's financial statements for such year
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 year did
not include any adjustments that may result from the outcome of that
uncertainty.
During the year ended Februrary 28, 1997 and for the interim period
from March 1, 1997 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.
The financial statements of the Company for the year ended February 29,
1996 were reported on by Arthur Andersen LLP ("AA"). For information responding
to Item 304 of Regulation S-K as it related to the change of the Company's
independent accountants from AA to E&Y in January 1997, reference is made to the
Current Report on Form 8-K dated January 24, 1997, which is incorporated herein
in its entirety by reference.
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
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Exhibit 16. Letter from Ernst & Young LLP required pursuant to Rule
304(a)(3) of Regulation S-K (filed as Exhibit 1 hereto).
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 CLINCIAL 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: June 2, 1998
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Exhibit 1 to Form 8-K
[ERNST & YOUNG LLP LETTERHEAD]
June 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Amendment No. 1 to Form 8-K dated June 2, 1998 of
Physicians Clinical Laboratory, Inc. and are in agreement with the statements
contained in Paragraphs 1-3 on page 2 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
Very truly yours,
/s/ ERNST & YOUNG LLP
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Ernst & Young LLP
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