SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report
Pursuant To Section 13 or 14(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 9, 2004
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PSYCHEMEDICS CORPORATION
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(Exact Name of Registrant As Specified In Its Charter)
DELAWARE
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(State if Other Jurisdiction of Incorporation)
1-13738 58-1701987
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(Commission File Number) (I.R.S. Employer Identification No.)
125 Nagog Park, Acton, Massachusetts 01720
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(Address of Principal Executive Offices) (Zip Code)
(978) 206-8220
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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 Instructions 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 13e4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Information required by Item 304(a)(1) of Regulation S-K.
(i) On November 9, 2004 the Audit Committee of the Registrant dismissed
Ernst & Young LLP ("E&Y") as the Registrant's independent registered
public accounting firm.
(ii) E&Y served as the Registrant's independent registered public
accounting firm to audit the Registrant's two most recent fiscal year
ends. The reports of E&Y on the financial statements of the Registrant
at December 31, 2002 and December 31, 2003, and for each of the years
ended December 31, 2003, did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) In connection with its audits for the two most recent fiscal years
and through November 9, 2004, there have been no disagreements with
E&Y on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of E&Y, would have
caused E&Y to make reference to the matter in their report.
(b) Information required by Item 304(a)(2) of Regulation S-K.
(i) On November 9, 2004 the Audit Committee of the Registrant engaged BDO
Seidman LLP as the Registrant's independent registered public
accounting firm.
(ii) During Psychemedics Corporation's fiscal years ended December 31, 2002
and 2003 and the subsequent interim period ended November 9, 2004, the
Company did not consult with BDO Seidman LLP with respect to any of
the matters described in Regulation S-K Item 304 (a)(2)(i) or (ii)).
(c) Information required by Item 304(a)(3) of Regulation S-K.
The Company has requested E&Y to furnish it a letter addressed to the
Commission stating whether it agrees with the above statements. A copy of
that letter dated November 12, 2004, is filed as Exhibit 16 to this Form
8-K.
(d) A copy of the press release announcing the appointment of BDO Seidman LLP
is filed as Exhibit 99 to this Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
16 Letter from Ernst & Young LLP to the Securities and Exchange
Commission dated November 12, 2004.
99 Press release dated November 9, 2004
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.
PSYCHEMEDICS CORPORATION
Dated: November 12, 2004
By: /s/ Peter C. Monson
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Peter C. Monson, Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
16 Letter from Ernst & Young LLP to the Securities and Exchange
Commission dated November 12, 2004.
99 Press release dated November 9, 2004