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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 13, 2000
Inamed Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-09741 59-0920629
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
5540 Ekwill Street - Suite D, Santa Barbara, California 93111-2919
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number: (805) 692-5400
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Inamed Corporation hereby files this Amendment No. 2 to its Current
Report on Form 8-K, filed with the Securities and Exchange Commission on April
20, 2000 and amended on May 4, 2000.
Item 4. Changes in Registrant's Certifying Accountant.
In a letter dated April 13, 2000, BDO Seidman, LLP ("BDO Seidman" or
"BDO") informed Inamed Corporation (the "Company") of its resignation as the
Company's independent certified public accountants effective as of the date of
the letter.
On May 3, 2000, BDO Seidman filed a letter with the Commission which
disclosed that BDO believes that there had been a "disagreement" within the
meaning of Item 304 of Regulation S-K during fiscal 1999. In its May 3, 2000
letter, BDO therefore stated that it disagreed with the Company's statements in
the second paragraph of Item 4 of the Company's Form 8-K filed April 20, 2000.
Specifically, BDO stated that it had the following disagreement with management:
During its review of the Company's interim financial statements
for the quarter ended June 30, 1999, BDO questioned the impact of
"anti-dilution" provisions in certain officer warrant agreements on the
number of shares issuable upon the exercise of warrants. When BDO and the
Company's management were unable to agree as to the intent of the officer
warrant agreements, the matter was brought to the attention of the
Company's Board of Directors. The Board of Directors resolved the matter
to BDO's satisfaction.
The Company is not aware of any other "disagreements" between the
Company and BDO Seidman or any other "reportable events" (each term as defined
in Item 304 of Regulation S-K) during fiscal 1999 or 1998 or the interim period
preceding BDO Seidman's resignation as the Company's independent certified
public accountants.
Effective April 17, 2000, the Company engaged Arthur Andersen LLP
("Arthur Andersen") as its independent accountants. The Company did not consult
with Arthur Andersen regarding any of the matters or events set forth in Item
304(a)(2) of Regulation S-K. BDO has advised that it cannot agree or disagree
with the Company's disclosures in the first two sentences of this paragraph.
These disclosures relate solely to the date of the Company's hiring of Arthur
Andersen and to communications between Arthur Andersen and the Company to which
BDO was not a party.
BDO Seidman's response letter to the amended disclosure in this Item
4 is attached hereto as Exhibit 16.3.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
Not Applicable
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(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
16.1 Letter from BDO Seidman, LLP resigning as
independent certified public accountants to
the Company*
16.2 Letter from BDO Seidman, LLP pursuant to
Item 304(a)(3) of Regulation S-K**
16.3 Letter from BDO Seidman LLP, dated July 27,
2000
* Previously filed as an exhibit to the
Company's Current Report on Form 8-K filed
with the Commission on April 20, 2000.
** Previously filed as an exhibit to the
Company's Current Report on Form 8-K/A filed
with the Commission on May 4, 2000.
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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.
INAMED CORPORATION
Date: July 27, 2000 By: /s/ David E. Bamberger
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Name: David E. Bamberger
Title: Senior Vice President,
Secretary and General Counsel
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EXHIBIT INDEX
The following exhibits are filed herewith.
Exhibit Description
16.1 Letter from BDO Seidman, LLP resigning as independent certified
public accountants to the Company*
16.2 Letter from BDO Seidman, LLP pursuant to Item 304(a)(3) of
Regulation S-K**
16.3 Letter from BDO Seidman LLP, dated July 27, 2000
* Previously filed as an exhibit to the Company's Current Report on
Form 8-K filed with the Commission on April 20, 2000.
** Previously filed as an exhibit to the Company's Current Report on
Form 8-K/A filed with the Commission on May 4, 2000.
