UNITED STATES
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
Date of Report (Date of earliest event reported): November 2, 1998
APPLIED CELLULAR TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Missouri
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(State or other jurisdiction of incorporation)
000-26020
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(Commission File Number)
43-1641533
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(IRS Employer Identification No.)
400 Royal Palm Way, Suite 410, Palm Beach, Florida 33480
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 561-366-4800
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Item 4. Changes in Registrant's Certifying Accountant.
On October 23, 1998, the Board of Directors of Applied Cellular Technology,
Inc. (the "Company") voted to replace Rubin, Brown, Gornstein & Co. LLP ("RBG")
with PricewaterhouseCoopers LLP ("PwC") as the Company's independent accountants
for the year ending December 31, 1998. Although the Company chose not to
continue the engagement of its present independent accountants, RBG will
continue to provide substantial services to the Company.
The reports of RBG on the Company's financial statements for the past two
fiscal years did not contain an adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles. In connection with the audits of the Company's financial statements
for each of the two fiscal years ended December 31, 1997 and 1996, and in the
subsequent interim period, there were no disagreements with RBG on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope and procedures which, if not resolved to the satisfaction of RBG,
would have caused RBG to make reference to the matter in their report.
During the two most recent fiscal years and through the subsequent interim
period, there have been no reportable events as defined in Regulation S-K Item
304(a)(1)(v).
The Company has provided RBG with a copy of the disclosure contained herein
and has requested that RBG provide the Company with a letter addressed to the
Securities and Exchange Commission stating whether they agree with the
disclosure. RBG has provided such a letter, which is filed as an exhibit to this
Current Report on Form 8-K.
On November 2, 1998, the Company engaged PwC as its principal accountants
to audit the financial statements for the year ending December 31, 1998. During
fiscal 1996 and 1997 and in the subsequent interim period, the Company has not
consulted PwC on items which concerned the application of accounting principles
generally, or to a specific transaction or group of transactions, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements.
Item 7. Financial Statements and Exhibits
C. Exhibits
Exhibit 16 Letter re Change in Certifying Accountant dated
November 3, 1998
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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.
APPLIED CELLULAR TECHNOLOGY, INC.
Date: November 3, 1998 By: /S/ DAVID A. LOPPERT
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David A. Loppert
Vice President, Treasurer and
Chief Financial Officer
Exhibit 16
November 3, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Re: Applied Cellular Technology, Inc.
We have been informed by Applied Cellular Technology, Inc. (the "Company")
that it has replaced us with PricewaterhouseCoopers LLC, as the Company's
independent accountants for the year ending December 31, 1998.
We have read Item 4 of the Company's Current Report on Form 8-K dated
November 3, 1998 and are in agreement with the statements contained in the
second and third paragraphs therein.
Very truly yours,
/S/ Rubin, Brown, Gornstein & Co. LLP
Rubin, Brown, Gornstein & Co. LLP
