-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WvtVL0rC/pghqeAtg4xp3cmz+6PoChuvnIyisxqTWEidpg8b3rg3FVcw976EsKxP hw20GA9rOMxslfaL+z1WjA== 0000950130-99-005795.txt : 19991018 0000950130-99-005795.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950130-99-005795 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990930 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALIVA DIAGNOSTIC SYSTEMS INC CENTRAL INDEX KEY: 0000885534 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 911549305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21284 FILM NUMBER: 99729185 BUSINESS ADDRESS: STREET 1: 11719 NE 95TH ST STE G CITY: VANCOUVER STATE: WA ZIP: 98682 BUSINESS PHONE: 3606964800 MAIL ADDRESS: STREET 1: 11719 NE 95TH STREET CITY: VANCOUVER STATE: WA ZIP: 98682 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20552 -------------------------------------- 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): 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.) 11719 N.E. 95TH STREET VANCOUVER, WA 98682 (360) 696-4800 (Address, including zip code, and telephone number of principal executive offices) Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On September 30, 1999 Saliva Diagnostic Systems, Inc. (the "Company") dismissed its independent auditors, Arthur Andersen, LLP. Such dismissal was recommended and approved by the Company's Board of Directors, based in part, on the cost of the services rendered to date. Management is seeking to resolve its fee dispute with Arthur Andersen, LLP within the next sixty (60) days. The outcome of these negotiations cannot be determined at this time. As of September 30, 1999, the Company engaged Lazer Levine & Felix to be its independent auditors, subject to approval by the Company's stockholders at the Company's next annual meeting of stockholders. ITEM 5. OTHER EVENTS On September 30, 1999, the Company's Board of Directors terminated Kenneth J. McLachlan as Chief Executive Officer and President and Director. The Board of Directors also terminated a consulting agreement with Mr. McLachlan's affiliated company, International Business Consultants ("IBCO"). The Company intends to vigorously defend any claims for compensation or reimbursement of expenses by IBCO or Mr. McLachlan. The outcome of these negotiations cannot be determined at this time. In July 1999, Mr. McLaughlan, purportedly on behalf of the Company, executed a Promissory Note in favor of Bryan Cave LLP, the Company's legal counsel in the amount of $610,000 and granted Bryan Cave LLP a security interest in the assets of the Company, including intellectual property. On October 5, 1999, Hans R. Vauthier, Ph.D. resigned as a Director of the Company. Accordingly, the Company's Board of Directors currently consists of Paul C. Bernstein, Leo Ehrlich and Joe Levi, Esq. On October 8, 1999, the Company's Board of Directors elected Mr. Leo Ehrlich as Chief Executive Officer, President and Assistant Secretary and Steven Pascal as Executive Vice President and Secretary of the Company. The Company intends to focus on settlement of outstanding accounts payable, analysis and the resolution, prosecution or defense of pending and threatened litigation and production and distribution of the Company's products. The Company will require additional financing to meet the aforesaid objectives and their is no assurance that the Company will be able to resolve its operational issues or obtain requisite funding in a sufficient amount or in a timely manner. SIGNATURES 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, thereunto duly authorized. Saliva Diagnostic Systems, Inc. DATE: October 14, 1999 By: /s/ LEO EHRLICH ---------------------------- Leo Ehrlich, Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----