UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) December 13, 2004
U.S. NEUROSURGICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26575 52-1842411
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
2400 Research Blvd, Suite 325, Rockville, Maryland 20850
(Address of principal executive offices and zip code)
Company's telephone number, including area code: (301) 208-8998
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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This Amendment on Form 8-K/A is being filed to amend and restate the disclosure
contained in Item 4.01 of the Form 8-K of U.S. Neurosurgical, Inc. filed on
December 16, 2004.
Item 4.01. Changes in Company's Certifying Accountants
On December 13, 2004, the Audit Committee of the Board of Directors of
U.S. Neurosurgical, Inc. (the "Company"), acting on behalf of the Company and
the Company's Board of Directors, decided to dismiss Eisner LLP ("Eisner") as
the Company's independent accountant and notified Eisner on December 15,2004.
The decision to change accountants was approved by the audit committee of the
Company's board of directors.
During the two most recent fiscal years ended December 31, 2003 and 2002
and the subsequent interim period through December 13, 2004, none of Eisner's
reports on the Company's financial statements contained an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principle. During the two most recent fiscal years
ended December 31, 2003 and 2002 and the subsequent interim period through
December 13, 2004, (i) there were no disagreements with Eisner on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of Eisner, would
have caused Eisner to make reference to the matter in its report on the
Company's financial statements, and (ii) there have been no "reportable events"
(as defined in Item 304(a)(1)(v) of Regulation S-K). The Company has requested
Eisner to furnish it a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above statements. A copy of
Eisner's letter, dated December __, 2004, is filed as Exhibit 16.1 to this Form
8-K/A.
On December 13, 2004, the Company engaged Goodman & Co. ("Goodman") as its
new independent accountants to audit the Company's financial statements for the
year ending December 31, 2004. During the two most recent fiscal years ended
December 31, 2003 and 2002 and the interim period through December 13, 2004,
neither the Company nor anyone on its behalf has consulted Goodman regarding
either (i) 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 Company's financial statements, and neither a written report was
provided to the Company nor oral advice was provided to the Company that Goodman
concluded was an important factor considered by the Company in reaching a
decision as to any accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304(a) of
Regulation S-K), or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
16.1 Letter to the Securities and Exchange Commission from Eisner LLP.
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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, thereto duly authorized.
U.S. NEUROSURGICAL, INC.
By: /s/ Alan Gold
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Alan Gold
President and Chief Executive Officer
Date: December 22, 2004
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