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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 11, 1999 (NOVEMBER 11, 1999)
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CELL TECH INTERNATIONAL INCORPORATED
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-21015 22-3345046
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(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
1300 MAIN STREET, KLAMATH FALLS, OREGON 97601
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (541) 882-5406
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509 COUNTY LINE ROAD, RADNOR, PENNSYLVANIA 19807
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
CELL TECH INTERNATIONAL INCORPORATED
INFORMATION TO BE INCLUDED IN THE REPORT
Item 4. Changes in Registrant's Certifying Accountant
On October 28, 1999, the Company determined to engage BDO Seidman LLP
("BDO") as the principal accountant to audit the Company's financial statements
for the fiscal years ending December 31, 1998 and 1999. The Audit Committee of
the Board of Directors of the Company recommended the appointment of BDO pending
BDO's acceptance of the Company as a client. On November 11, 1999, BDO informed
the Company that it has accepted the engagement to become the Company's
auditors.
The Report of KPMG LLP ("KPMG") on the financial statements of the Company
for either of the past two fiscal years in the period ended December 31, 1997
did not contain an adverse opinion or disclaimer of opinion nor was it modified
as to uncertainty, audit scope or accounting principles. The Company does not
believe that there were any disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, during those past two fiscal years and the subsequent interim period
through September 30, 1998 which, if not resolved to KPMG's satisfaction, would
have caused KPMG to make reference to the subject matter of the disagreement(s)
in connection with its Reports.
During the two most recent fiscal years, there have been no reportable
events as defined in Regulation S-K Item 304 (a) (1) (v). The Company has not
had discussions with its new independent public accountants regarding
documentation requirements on the above issue.
The Company has requested KPMG to furnish a letter addressed to the
Commission stating whether it agrees with the statements made by the Company
and, if not, stating the respects in which it does not agree. A letter from KPMG
is included as Exhibit 16 to the Company's 8-K disclosing KPMG's decision not to
proceed as the Company's auditors and is filed as of the same date as this
Report and is incorporated by reference herein.
Prior to its engagement as the Company's independent accountant, BDO had
not been consulted by the Company either with respect to the application of
accounting principals to a specific transaction or the type of audit opinion
that might be rendered on the Company's financial statements, with a written
report or oral advice provided to the Company that BDO concluded was an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue, and BDO had not been
consulted by the Company as to any matter that was the subject of any prior
disagreement between the Company and its previous certifying accountant.
The Company has requested BDO to review the disclosure required in this
Report before it is filed with the Commission and has provided BDO with the
opportunity to furnish the Company with a letter addressed to the Commission
containing any new information, clarification of the Company's expressions of
its views, or the respects to which it does not agree with the statements made
in this Report. BDO has informed the Company that it has reviewed these
disclosures and does not intend to furnish the Company with such a letter.
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ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
16. KMPG letter filed with the Company's 8-K filed as of the same date of
this report and incorporated by reference herein.
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: November 11, 1999 CELL TECH INTERNATIONAL INCORPORATED
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(Registrant)
/s/ MARTA C. KOLLMAN
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Marta C. Kollman
Chief Executive Officer and President
