ERBA Diagnostics, Inc. 8-K 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report
April 19, 2006
(Date of earliest event reported)
IVAX Diagnostics, Inc.
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 4.01 Changes in Registrants Certifying Accountant
(a) Previous independent accountant
On April 19, 2006, IVAX Diagnostics, Inc. (the Company) notified Ernst & Young LLP (Ernst & Young) that effective immediately the Company decided to discontinue its engagement of Ernst & Young as the Companys independent registered public accounting firm. The decision to discontinue its engagement of Ernst & Young was made and approved by the Audit Committee of the Board of Directors.
The audit report of Ernst & Young on the Companys financial statements for the fiscal years ended December 31, 2005 and 2004 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years ended December 31, 2005 and 2004, and the subsequent interim period through April 19, 2006, the Company had no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to Ernst & Youngs satisfaction, would have caused Ernst & Young to make reference to the subject matter of the disagreement in connection with its reports. In addition, during that time, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided Ernst & Young with a copy of the disclosures required by Item 304(a) of Regulation S-K contained in this Current Report on Form 8-K and has requested that Ernst & Young furnish the Company with a letter addressed to the Securities and Exchange Commission (SEC) stating whether Ernst & Young agrees with the statements made by the Company in this Current Report on Form 8-K and, if not, stating the respects in which it does not agree. A copy of Ernst & Youngs letter, dated April 19, 2006, stating that it has found no basis for disagreement with such statements, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) New independent accountant
On April 19, 2006, the Company appointed PricewaterhouseCoopers LLP (PwC) as its new independent registered public accounting firm for the Companys fiscal year ending December 31, 2006, effective immediately. The decision to appoint PwC was made and approved by the Audit Committee of the Board of Directors.
During the two most recent fiscal years ended December 31, 2005 and 2004, and the subsequent interim period through April 19, 2006, the Company has not consulted with PwC regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Companys financial statements; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
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.
Dated: April 21, 2006