SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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: November 21, 2002
UNITED-GUARDIAN, INC.
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(Exact name of Registrant as Specified in Charter)
DELAWARE 0-7855 11-1719724
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
230 Marcus Boulevard, Hauppauge, New York 11788
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 273-0900
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Not Applicable
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
(a) On November 18, 2002, the Registrant dismissed Grant Thornton LLP as
its independent public accountants, effective immediately, and engaged Eisner
LLP to audit the Registrant's financial statements for the year ending December
31, 2002. The change was made by the Audit Committee of the Board of Directors
of the Registrant, with the unanimous approval of the full Board of Directors.
The foregoing change was made because the Registrant had been informed by Grant
Thornton in September that audit fees for the upcoming year would be increasing
substantially, and management of the Registrant believed that it could retain a
comparable certifying public accounting firm for a fee lower than what was being
proposed by Grant Thornton. Management sought and received proposals from three
other independent public accounting firms. These proposals were submitted to the
Registrant's Audit Committee, which selected Eisner as the Registrant's new
auditors.
(b) Grant Thornton's reports on the Registrant's consolidated financial
statements did not contain an adverse opinion or disclaimer of opinion and were
not qualified as to uncertainty, audit scope, or accounting principles. During
the Registrant's fiscal years ended December 31, 2001 and December 31, 2000 and
subsequent interim periods preceeding the dismissal there were no disagreements
with Grant Thornton on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Grant Thornton, would have
caused it to make reference to the subject matter of the disagreement in
connection with its reports. During the Registrant's fiscal years ended December
31, 2001 and December 31, 2000 and the subsequent interim period preceding such
dismissal, there were no "reportable events" (as that term is defined in Items
304(a)(l)(v) of Regulation S-K).
(c) During the Registrant's two most recent fiscal years ended December 31,
2001, and December 31,2000, and the subsequent interim period through November
18, 2002, the Registrant did not consult with Eisner LLP regarding any of the
matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
(d) The Registrant has furnished Grant Thornton with a copy of the
disclosure contained herein to Grant Thornton and requested that Grant Thornton
furnish to the Registrant a letter addressed to the Securities and Exchange
Commission stating whether it agrees with such disclosure. A copy of such letter
dated November 20, 2002 is filed as Exhibit 16 hereto.
Item 5. Other Events
On November 15, 2002 Alan E. Katz resigned as a member of the Board of
Directors of the Registrant. The resignation was made for personal reasons and
was effective immediately.
There were no disagreements with the Registrant on any matter relating to
the Registrant's operations, policies, or practices. Mr. Katz' letter of
resignation is attached to this Form 8-K as Exhibit 17.
At its December meeting of the Board of Directors the Registrant intends to
formally approve the replacement of Mr. Katz with Andrew Boccone, whose
appointment as replacement Director has already been verbally approved by all of
the remaining Directors of the Registrant. Upon formal approval by the Board the
Registrant intends to issue a press release indicating Mr. Boccone's formal
appointment and his acceptance of the position.
Item 7. Exhibits
Exhibit Number Description
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16 Letter dated November 20, 2002 from Grant Thornton LLP
to the Office of the Chief Accountant of the Securities
Exchange Commission
17 Letter dated November 15, 2002 from Alan E. Katz indicating
his resignation as a Director of the Registrant.
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 thereunto duly authorized.
UNITED-GUARDIAN, INC.
By:/s/ Robert S. Rubinger
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Name: Robert S. Rubinger
Title: Executive Vice President; Secretary
November 21, 2002
EXHIBIT 16
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November 20, 2002
Securities and Exchange Commission
Washington, D.C. 20549
Re: United-Guardian, Inc.
Commission File No. 0-7855
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of United-Guardian, Inc. dated November
20, 2002, and agree with the statements concerning our Firm contained therein.
Very truly yours,
/s/ Grant Thornton LLP
EXHIBIT 17
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November 15, 2002
Dr. Alfred R. Globus
Chairman of the Board of Directors
United-Guardian, Inc.
P.O. Box 18050
Hauppauge, New York 11788
Dear Dr. Globus:
I hereby tender my resignation as a member of the Board of Directors of
United-Guardian, Inc. effective today.
My decision to resign from the Board was a most difficult one, having
served as a Director since early 1994. However, I recently was elected president
of the Board of Trustees of The Music Conservatory of Westchester. At this
juncture, the demands of my law practice and my new role as president of the
Conservatory are such that I will no longer be able to devote the time necessary
to effectively serve as a member of United Guardian's Board.
It has been a privilege and an honor to work with you and our colleagues on
the Board during these past eight years and to help shepherd the growth of the
company during this period. I wish you and the company every success in the
future.
Very truly yours,
/s/ Alan E. Katz
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Alan E. Katz