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): APRIL 23, 2004
LECTEC CORPORATION
(Exact name of Small Business Issuer as specified in its charter)
Minnesota 0-16159 41-1301878
(State of incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
10701 Red Circle Drive, Minnetonka, Minnesota 55343
(Address of principal executive offices)
Registrant's telephone number, including area code: (952) 933-2291
LECTEC CORPORATION
REPORT ON FORM 8-K
APRIL 23, 2004
TABLE OF CONTENTS
Page
----
Item 4. Changes in Registrant's Certifying Accountant............................ 3
Item 7. Financial Statements and Exhibits........................................ 3
Signature................................................................ 4
Exhibit Index............................................................ 5
Exhibit 16.1-Letter Regarding Change in Certifying Accountant
2
Item 4. Changes in Registrant's Certifying Accountant.
Effective April 19, 2004, the Board of Directors of LecTec Corporation
determined to dismiss its independent accountants, Grant Thornton LLP ("Grant"),
and appointed Lurie, Besikof, Lapidus, & Company, LLP ("LBLC") as its new
independent accountants. The decision to change accountants was approved by
LecTec's Board of Directors upon the recommendation of its Audit Committee.
During the two year period ended December 31, 2003, and for the
subsequent period through the date hereof, there were no disagreements between
LecTec and Grant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to Grant's satisfaction would have caused them to make reference to
the subject matter of the disagreement in connection with their reports. None of
the reportable events described under Item 304(a)(1)(v) of Regulation S-K
occurred within the two year period ended December 31, 2003 and for the
subsequent period through the date hereof.
The audit reports of Grant on the financial statements of LecTec
Corporation as of and for the two years in the period ended December 31, 2003
did not contain any adverse opinion or disclaimer of opinion, but were qualified
as to a going concern uncertainty. This going concern qualified opinion was in
no way related to LecTec's decision to dismiss Grant as independent accountants,
and LecTec's management concurs with the qualified audit opinion issued on said
financial statements. The Company's decision is based on its desire to reduce
the overall cost of its audit services through the engagement of a local versus
a national independent accounting firm. The Company believes that changes in the
complexity of its operations also support the engagement of a local accounting
firm.
During LecTec's two year period ended December 31, 2003, and the
subsequent period through the date hereof, LecTec did not consult with LBLC
regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-K.
The Company delivered a copy of this report on Form 8K to Grant on
April 21, 2004. Concurrently therewith, the Company requested that Grant furnish
it with a letter addressed to the Securities and Exchange Commission ("SEC")
stating whether or not it agrees with the above statements. Attached hereto as
Exhibit 16.1 is a copy of the letter from Grant to the SEC dated April 23, 2004.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Description of Exhibit
------- --------------------------------------------------
16.1 Letter Regarding: Change in Certifying Accountant
3
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.
Date: April 23, 2004
LECTEC CORPORATION
/s/ Timothy P. Fitzgerald
---------------------------------------
Timothy P. Fitzgerald
Chief Executive Officer and President
4
EXHIBIT INDEX
Exhibit Description of Exhibit
- ------- -------------------------------------------------
16.1 Letter Regarding: Change in Certifying Accountant
5