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): December 18, 2000
ORASURE TECHNOLOGIES, INC.
----------------------------
(Exact name of registrant as specified in charter)
DELAWARE 1-10492 36-4370966
(State or Other (Commission (I.R.S. Employer
Jurisdiction file Identification
of Incorporation or number) Number)
Organization)
150 Webster Street
Bethlehem, Pennsylvania 18015
(Address of principal executive offices)
(610) 882-1820
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 18, 2000, OraSure Technologies, Inc. (the "Company") informed its
independent accountants, PricewaterhouseCoopers LLP ("PWC"), that they would be
dismissed upon completion of their audit of the Company's financial statements
for the three-month transition period ended December 31, 1999. PWC previously
audited the financial statements of the Company's predecessor, Epitope Inc.
("Epitope"), for the years ended September 30, 1998 and September 30, 1999.
The reports of PWC on Epitope's financial statements for the years ended
September 30, 1998 and September 30, 1999, 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. On September 29, 2000, the Company changed
its fiscal year to a calendar year, and therefore no report of PWC was issued on
the Company's financial statements for the fiscal year ended September 30, 2000.
PWC is expected to issue a report on the Company's interim financial statements
for the transition period October 1, 1999 through December 31, 1999. During its
audits for the fiscal years ended September 30, 1998 and September 30, 1999, and
through December 18, 2000, (i) there were no disagreements with PWC on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to PWC's
satisfaction, would have caused PWC to make reference to the subject matter of
such disagreements in their reports, and (ii) there have been no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
On September 29, 2000, Epitope and STC Technologies, Inc. ("STC") were merged in
a stock-for-stock transaction into the Company. Because the Company's
headquarters, including its Financial Department, were relocated to the former
headquarters of STC in Bethlehem, Pennsylvania, it was determined that it would
be appropriate to retain Arthur Andersen LLP ("Andersen"), the independent
accountants of STC, as the Company's independent accountants. The Company's
Audit Committee and Board of Directors authorized the dismissal of PWC and
retention of Andersen. The Company retained Andersen as its independent
accountants effective December 18, 2000.
During the Copmpany's two most recent fiscal years, and for the subsequent
interim period through December 18, 2000, the Company did not consult Andersen
regarding any of the items described in Item 304(a)(2) of Regulation S-K.
Pursuant to Item 304(a)(3) of Regulation S-K, the Company has requested PWC to
furnish it a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. A copy of that letter is filed as
an Exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
1
Exhibit
16 Letter from PWC to the Company dated December 21, 2000.
2
Signatures
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.
ORASURE TECHNOLOGIES, INC.
Date: December 21, 2000 By: /s/ Jack E. Jerrett
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Jack E. Jerrett
Vice President & General Counsel
3
Index to Exhibits
Exhibit
16 Letter from PWC to the Company dated December 21, 2000.
4
December 21, 2000 Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 Commissioners: We have read the statements made by OraSure Technologies, Inc. (the Company) (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated December 21, 2000. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP