SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 25, 2003
MOLECULAR DIAGNOSTICS, INC.
(Exact Name of Company as Specified in Its Charter)
DELAWARE 0-935 36-4296006
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
414 NORTH ORLEANS STREET
SUITE 510
CHICAGO, ILLINOIS 60610
(Address and Zip Code of Principal Executive Offices)
(312) 222-9550
(Registrant's telephone number, including area code)
Item 4. Changes in Registrant's Certifying Accountants
Ernst & Young LLP resigned as auditors of the Company effective February 25,
2003.
The reports of Ernst & Young LLP on the Company's 2000 and 2001 financial
statements, respectively, were modified regarding the Company's ability to
continue as a going concern. The reports of Ernst & Young LLP on the Company's
financial statements for the past two fiscal years did not contain an adverse
opinion or a disclaimer of opinion and, other than as described in the previous
sentence, 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 in the period ended December 31, 2001, and in the
subsequent interim period, there were no disagreements with Ernst & Young LLP on
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to make
reference to the matter in their report.
In accordance with paragraph 304(a)(1)(v)A of Regulation S-K, which requires a
registrant to also disclose whether the former auditors have advised the
registrant that the internal controls necessary to develop reliable financial
statements do not exist, the Company reports that a letter from Ernst & Young
LLP to the Company's audit committee dated April 8, 2002 reported material
weaknesses related to the following matters, which were also discussed between
the Company's audit committee and Ernst & Young LLP:
o Ernst & Young LLP reported that the financial oversight function to
monitor and summarize appropriately the transactions and operations
of the Company was ineffective.
o Ernst & Young LLP reported that significant account
reconciliations/analyses were not performed on a timely basis and,
additionally, in cases where reconciliations/analyses were prepared,
reconciling items had not been investigated and reconciliations were
not reviewed or approved.
In a meeting with the Company's audit committee on August 13, 2002, management
reported to the committee that it has developed procedures, forms, checklists
and reporting packages to address these weaknesses and some progress has been
made to improve the Company's system of internal controls.
The Company has authorized Ernst & Young LLP to respond fully to the inquiries
of the successor auditor regarding these matters.
The Company has requested Ernst & Young LLP to furnish it a letter addressed to
the Commission stating whether it agrees with the above statements. A copy of
that letter, dated March 4, 2003, is filed as Exhibit 1 to this Form 8-K.
Management has met with representatives of several nationally recognized
accounting firms with the intent of hiring a new auditor.
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.
MOLECULAR DIAGNOSTICS, INC.
/s/ Peter P. Gombrich
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Peter P. Gombrich
Chairman and Chief Executive Officer
Date: March 4, 2002
EXHIBIT INDEX
Exhibit Number Description
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1 Ernst & Young Letter