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): June 14, 2006
ORTHOLOGIC CORP.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
000-21214
|
|
86-0585310 |
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.) |
| |
|
|
| 1275 West Washington Street, Tempe, Arizona
|
|
85281 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code:
(602) 286-5520
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):
| |
|
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
| |
| |
|
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| |
| |
|
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
| |
| |
|
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Section 4 – Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On June 14, 2006, the Company dismissed Deloitte and Touche, LLP, (“Deloitte”) as its
independent registered public accounting firm. The decision to dismiss Deloitte was initiated and
approved by the Audit Committee of the Company’s Board of Directors.
Deloitte’s audit reports on the Company’s financial statements for the two most recent 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. Deloitte audit reports on the
Company’s financial statements for the two most recent fiscal years did contain an explanatory
paragraph regarding the fact that the Company was in the Development Stage. The audit reports of
Deloitte on management’s assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial reporting as of December 31,
2005 and 2004 did not contain an adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles. During the Company’s two most
recent fiscal years and in the subsequent interim period from January 1, 2006 through June 14,
2006, there were (i) no disagreements between the Company and Deloitte 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 Deloitte, would have caused Deloitte to make
reference to the subject matter of the disagreement in their reports on the financial statements
for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of
Regulation S-K. The Company has provided Deloitte with a copy of this disclosure and has requested
that Deloitte furnish it with a letter addressed to the Securities and Exchange Commission stating
whether or not Deloitte agrees with the above statements. A copy of such letter dated June 19,
2006 from Deloitte is filed as Exhibit 16.1 to this Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm.
On June 14, 2006, the Company engaged Ernst & Young LLP (“E&Y”) as its new independent
registered public accounting firm. The decision to engage E&Y was approved by the Audit Committee
of the Company’s Board of Directors.
During the Company’s two most recent fiscal years and in the subsequent interim period from
January 1, 2006 through June 14, 2006, neither the Company nor anyone acting on its behalf
consulted with E&Y regarding any of the matters or events set forth in Item 304(a)(2) of Regulation
S-K.