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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MAY 2, 2000
GENE LOGIC INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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<S> <C>
0-23317 06-1411336
(Commission File No.) (IRS Employer Identification No.)
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708 QUINCE ORCHARD DRIVE
GAITHERSBURG, MARYLAND 20878
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (301) 987-1700
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The Registrant's Current Report on Form 8-K dated April 11, 2000 is
hereby amended by the addition of the information set forth below:
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a)(2) New Independent Auditors.
The Registrant has engaged Ernst & Young LLP as its independent auditors.
(a)(3) Letter from Former Independent Accountant.
Arthur Andersen LLP has furnished the Registrant with a copy of a letter
dated May 2, 2000 addressed to the Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 Letter dated May 2, 2000 from Arthur Andersen LLP to the
Securities and Exchange Commission in response to the
Registrant's Current Report on Form 8-K dated April 11,
2000.
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.
GENE LOGIC INC.
Dated: May 3, 2000 By: /s/ Philip L. Rohrer, Jr.
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Philip L. Rohrer, Jr.
Chief Financial Officer
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Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
To the Securities and Exchange Commission:
We have read Item 4 included in the attached Form 8-K dated April 18, 2000 of
Gene Logic Inc. (Company) filed with the Securities and Exchange Commission and
have the following comments regarding certain of the statements contained
therein.
We were informed of our dismissal by phone call on April 7, 2000, followed by a
letter dated April 11, 2000. Accordingly, we were dismissed by the Company
subsequent to the discussion of the revenue recognition issue described in the
following paragraph. To the best of our knowledge, we were not dismissed prior
to March 27, 2000, the date the Company entered into two agreements with
NeuralStem Biopharmaceuticals, Ltd.
Regarding the NeuralStem Biopharmaceuticals, Ltd. (NeuralStem) transactions, the
Company's position, as expressed to us by the Chief Financial Officer of the
Company, was that the terms of the NeuralStem transactions should result in
$1,500,000 of revenue in the three months ended March 31, 2000. On April 5,
2000, we informed the Company that based on the information provided to us, our
conclusion was that the NeuralStem transactions would not result in revenue in
the quarter ended March 31, 2000. Our conclusion was based on our view as to the
proper application of generally accepted accounting principles. The Chief
Financial Officer disagreed with our position. At that time, (April 5, 2000)
Arthur Andersen LLP was informed that a subsequent meeting would be held with
Company senior management to further discuss the matter. Such meeting was never
held prior to being informed of our termination.
With the exception of the matters discussed in the preceding paragraphs, Arthur
Andersen LLP is in agreement with Item 4 (a)(1) in the Form 8-K dated April 18,
2000 of Gene Logic Inc. filed with the Securities and Exchange Commission.
/s/ Arthur Andersen LLP
Vienna, Virginia,
May 2, 2000
