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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): SEPTEMBER 5, 1996
CHIREX INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-27698 04-3296309
(Commission File Number) (I.R.S. Employer Identification No.)
65 WILLIAM STREET
WELLESLEY, MASSACHUSETTS 02181
(Address of principal executive offices) (Zip Code)
(617) 431-2200
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On September 5, 1996, the Registrant engaged Arthur Andersen LLP as its
independent accountant and dismissed Coopers & Lybrand L.L.P. ("Coopers &
Lybrand") from such position. The decision to change accountants was made by the
Board of Directors of the Registrant. The report of Coopers & Lybrand on the
Registrant's financial statements for 1995 (the only year for which the
financial statements of the Registrant were audited by Coopers & Lybrand) did
not contain any adverse opinion, disclaimer of opinion or qualification as to
uncertainty, audit scope or accounting principles.
The reports of Coopers & Lybrand on the financial statements of
SepraChem Inc., a wholly owned subsidiary of the Registrant, for 1994 and 1995
did not contain any adverse opinion, disclaimer of opinion or qualification as
to uncertainty, audit scope or accounting principles.
The report of Coopers & Lybrand on the financial statements of Crossco
(157) Limited, a wholly owned subsidiary of the Registrant ("Crossco"), for 1995
(the only year for which the financial statements of Crossco were audited by
Coopers & Lybrand) did not contain any adverse opinion, disclaimer of opinion or
qualification as to uncertainty, audit scope or accounting principles.
The report of Coopers & Lybrand on the financial statements of Sterling
Organics Limited, an indirect wholly owned subsidiary of the Registrant
("Sterling Organics"), for 1994 and the period ended August 10, 1995 (the only
periods for which the financial statements of Sterling Organics were audited by
Coopers & Lybrand) contained a qualification of its opinion. The report stated
that in the financial statements of Sterling Organics for 1994 and the period
ended August 10, 1995, Sterling Organics had not "pushed down" certain purchase
accounting adjustments related to fiscal periods when Sterling Organics was
owned by other parent companies, as required by generally accepted accounting
principles, as established by the Securities and Exchange Commission for public
companies. Coopers & Lybrand excepted from its opinion in such report on the
financial statements of Sterling Organics the effects of not pushing down such
adjustments. With the exception of such qualification, the report of Coopers &
Lybrand on the financial statements of Sterling Organics did not contain any
adverse opinion, disclaimer of opinion or qualification as to uncertainty, audit
scope or accounting principles.
During the fiscal years ended December 31, 1994 and 1995 and the
subsequent interim period immediately preceding the date of this change in
accountants, the Registrant and each of its subsidiaries (the "Subsidiaries")
had no disagreements with Coopers & Lybrand on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of Coopers
& Lybrand, would have caused Coopers & Lybrand to make a reference to the
subject matter of the disagreement in connection with its reports on the
financial statements of the Registrant or any of the Subsidiaries.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
The exhibits listed in the Exhibit Index filed as part of this
report are filed as part of or are included in this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CHIREX INC.
Date: September 11, 1996 By:
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Michael A. Griffith
Vice President - Finance,
Chief Financial Officer and
Treasurer
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EXHIBIT INDEX
Exhibit Number Description
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16 Letter re Change in Certifying Accountant
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Exhibit 16
COOPERS & LYBRAND L.L.P.
One Post Office Square
Boston, Massachusetts 02109
September 12, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20594
Gentlemen:
We have read the statements made by ChiRex Inc. (copy attached), which we
understand was filed with the Commission on September 12, 1996, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report dated September 5,
1996. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
Coopers & Lybrand L.L.P.
