-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GvUhhDX/yxVnx9Znxs8JweWbHMei3xEv0uU2s0plHfw1hRVrUkeen2IWSCIRpmCv CzetDp2fsilA6a40P25MWg== 0001157523-03-005183.txt : 20031003 0001157523-03-005183.hdr.sgml : 20031003 20031003093223 ACCESSION NUMBER: 0001157523-03-005183 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031003 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFP IMAGING CORP CENTRAL INDEX KEY: 0000319126 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 132956272 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10832 FILM NUMBER: 03926305 BUSINESS ADDRESS: STREET 1: 250 CLEARBROOK RD CITY: ELMSFORD STATE: NY ZIP: 10523 BUSINESS PHONE: 9145926100 MAIL ADDRESS: STREET 1: 250 CLEARBROOK RD CITY: ELMSFORD STATE: NY ZIP: 10523 FORMER COMPANY: FORMER CONFORMED NAME: AUTOMATIC FILM PROCESSOR CORP DATE OF NAME CHANGE: 19821122 8-K 1 a4485325.txt AFP IMAGING 8-K UNITED STATES 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): October 3, 2003 --------------- AFP Imaging Corporation ----------------------- (Exact name of registrant as specified in its charter) New York 0-10832 13-2956272 -------- ------- ---------- (State or other jurisdiction (Commission) (IRS Employer of incorporation) File Number) Identification No.) 250 Clearbrook Road, Elmsford, New York 10523 ---------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (914) 592-6100 Item 4. Changes in Registrant's Certifying Accountant. On October 3, 2003, AFP Imaging Corporation (the "Corporation") replaced Ernst & Young LLP ("E & Y") as its independent auditors and engaged Goldstein, Golub & Kessler LLP to serve as its independent auditors for the fiscal year ended June 30, 2004. These actions were approved by the Board of Directors of the Corporation. E & Y's reports on The Corporation's consolidated financial statements for the past two 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. E & Y's report on the Corporation's consolidated financial statements for the year ended June 30, 2003 was issued on an unqualified basis in conjunction with the publication of the Corporation's Annual Report to Shareholders and the filing of AFP Imaging Corporation's Annual Report on Form 10-K. During the Corporation's two most recent fiscal years and through the date of this Form 8-K, there were no disagreements with E & Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to E & Y's satisfaction, would have caused E & Y to make reference to the subject matter in connection with their report on the Corporation's consolidated financial statements for either or both of such years. In addition during such two most recent fiscal years and through the date of this Form 8-K, there were no events requiring disclosure pursuant to Item 304 (a) (1) (v) of Regulation S-K. The Corporation provided E & Y with a copy of the foregoing disclosures. Attached, as an exhibit to this Current Report on Form 8-K is a copy of E & Y's letter, dated October 3, 2003, stating that it has found no basis for disagreement with such statements. During the Corporation's two most recent fiscal years and though the date of this Form 8-K, neither the Corporation or anyone acting on its behalf consulted with Goldstein, Golub & Kessler LLP with respect to 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 Corporation's consolidated financial statements, or any other matters requiring disclosure pursuant to Item 304 (a) (2) of Regulation S-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial statements of business acquired. Not applicable (b) Pro forma financial information. Not applicable (c) Exhibits: The following exhibits are filed with this document: 99.1 Letter of AFP Imaging Corporation to Ernst & Young LLP, dated October 3, 2003, forwarded in accordance with Item 304 (a) (3) of Regulation S-K. 99.2 Letter from Ernst & Young LLP to the Securities and Exchange Commission dated October 3, 2003. 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. Dated: October 3, 2003 AFP Imaging Corporation By: /s/ Elise Nissen ------------------------------------------ Elise Nissen Chief Financial Officer EX-99 3 a4485325ex99.txt EXHIBIT 99.1 (AFP LETTERHEAD) EXHIBIT 99.1 TO FORM 8-K October 3, 2003 Ernst & Young 1111 Summer Street Stamford, Connecticut 06905 Dear Sirs/Madams: Enclosed is a copy of the Current Report on Form 8-K, dated October 3, 2003, of AFP Imaging Corporation, which we intend to file with the Securities and Exchange Commission no later than October 3, 2003. The Form 8-K includes, among other things, disclosure of the fact that we have decided to replace Ernst & Young LLP as the independent accountants to audit our financial statements. This letter is being furnished to you pursuant to the requirements of Item 304 (a) (3) of Regulation S-K promulgated by the Commission. We request that you furnish to us a letter, addressed to the Commission, stating whether you agree with the statements made by us in the Form 8-K in response to Item 304 (a) of Regulation S-K and, if not, state the respects to which you do not agree. Very truly yours, AFP Imaging Corporation By: /s/ Elise Nissen ---------------------------------------------- Elise Nissen, Chief Financial Officer EX-99 4 a4485325ex992.txt EXHIBIT 99.2 EXHIBIT 99.2 TO FORM 8-K October 3, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read Item 4 of Form 8-K dated October 3, 2003, of AFP Imaging Corporation and are in agreement with the statements contained in the paragraphs two through four on page one therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Ernst & Young LLP -----END PRIVACY-ENHANCED MESSAGE-----