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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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): June 27, 2006
ORION HEALTHCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-16587 58-1597246
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
1805 Old Alabama Road, Suite 350
Roswell, GA 30076
(Address of Principal Executive Offices) (Zip Code)
(678) 832-1800
(Registrant's Telephone Number, Including Area Code)
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))
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Section 4 Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant
(a) On June 1, 2006, the partners of UHY Mann Frankfort Stein & Lipp CPAs,
LLP ("UMFSL") announced that they were joining UHY LLP ("UHY"), a New
York limited liability partnership. UHY is the independent registered
public accounting firm with which UMFSL has an affiliation. UHY is a
legal entity that is separate from UMFSL. On June 27, 2006, UMFSL
notified Orion HealthCorp, Inc. (the "Company") that it has ceased to
provide audit services to the Company, and accordingly, resigned as
the independent public auditors of the Company on that date.
None of the reports of UMFSL on the Company's financial statements for
either of the past two years or subsequent interim periods contained
an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles,
except for a going concern opinion expressing substantial doubt about
the Company's ability to continue as a going concern.
During the two most recent fiscal years of the Company and the interim
period through June 27, 2006 preceding resignation, there were no
disagreements between the Company and UMFSL 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 UMFSL, would have caused it to make reference to
the subject matter of the disagreements in connection with its report.
The Company has provided UMFSL with a copy of the foregoing
disclosures in conjunction with the filing of this Form 8-K/A. The
Company requested that UMFSL deliver to the Company a letter addressed
to the Securities and Exchange Commission stating whether it agrees
with the statements made by the Company in response to Item 304(a) of
Regulation S-B, and if not, stating the respects in which it does not
agree. A copy of the letter from UMFSL is filed as Exhibit 16.1 to
this current report.
(b) On June 27, 2006, the Company engaged UHY as the Company's independent
public auditor for the Company's fiscal year ending December 31, 2006
and the interim periods prior to such year-end. During the Company's
two most recent fiscal years and the interim period through June 27,
2006, the Company has not consulted with UHY regarding the application
of accounting principles to a specific transaction, either completed
or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, nor did the limited liability
partnership of UHY provide advice to the Company, either written or
oral, that was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial
reporting issue. Further, during the Company's two most recent fiscal
years and the interim period through June 27, 2006, the Company has
not consulted with the limited liability partnership of UHY on any
matter that was the subject of a disagreement or a reportable event.
The decision to change principal accountants was approved by the Audit
Committee of the Company's Board of Directors.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits - The following exhibits are furnished as part of this current
report:
Exhibit Description
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16.1 Letter, dated as of July 7, 2006, from UHY Mann Frankfort Stein & Lipp
CPAs, LLP to the Securities and Exchange Commission
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ORION HEALTHCORP, INC.
By: /s/ Stephen H. Murdock
Stephen H. Murdock
Chief Financial Officer
Date: July 7, 2006
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
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16.1 Letter, dated as of July 7, 2006, from UHY Mann Frankfort Stein & Lipp
CPAs, LLP to the Securities and Exchange Commission