<PAGE> 1
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
May 21, 1996
------------------------------------------------
Date of report (Date of earliest event reported)
--------------------------------------
K-V PHARMACEUTICAL COMPANY
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 1-9601 43-0618919
- -------------- --------------- ------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2503 South Hanley Road, St. Louis, Missouri 63144
- ------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
(314) 645-6600
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
Item 4. Changes in Registrant's Certifying Accountant.
-------------------------------------------------------
(a) Coopers & Lybrand L.L.P. (the "former accountant") resigned as
the certifying accountant of Registrant on May 21, 1996, for the reason that
the relationship between Registrant and the former accountant had become
incompatible. BDO Seidman LLP agreed on May 24, 1996 to become Registrant's
certifying accountant in connection with Registrant's financial statements
for the years ended March 31, 1996, 1995 and 1994.
(b) The former accountant's reports on the financial statements for
the two most recent fiscal years ended March 31, 1995 and 1994 did not
contain an adverse opinion or a disclaimer of opinion nor was it qualified or
modified as to uncertainty, audit scope or accounting principles.
(c) In connection with the audits of the financial statements of
Registrant for the two fiscal years ended March 31, 1995 and 1994 and during
the interim period preceding the resignation of the former accountant, there
were no disagreements with the former accountant 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 the
former accountant would have caused the former accountant to make reference
in its report to the such matters.
(d) In connection with its resignation, the former accountant
indicated that it has withdrawn as the Registrant's accountant and that its
reports dated June 28, 1995 and June 28, 1994 related to the Registrant's
financial statements as of and for the years ended March 31, 1995 and March
31, 1994, respectively, should no longer be relied upon. In addition, the
former accountant has also indicated that its consents dated June 28, 1994,
June 28, 1995 and January 16, 1996 related to Forms S-8 have also been
withdrawn.
In connection with preliminary work performed by the former accountant
relating to the Registrant's fiscal year ended March 31, 1996, the former
accountant questioned the Registrant's accounting policy concerning the
amortization of "Deferred Improved Drug Entities" and the possible need for a
restatement of the prior year financial statements with respect thereto.
Also, the former accountant indicated it did not reach a conclusion as to the
appropriate revenue recognition accounting for a transaction entered into
during fiscal 1996 dealing with certain of the Registrant's technology and
the fair market valuation of certain stock purchase options issued in
connection therewith. At the date of the former accountant's resignation the
above issues were unresolved. Registrant has authorized the former
accountant to discuss these issues with the new accountant. Registrant has
provided information with respect to the above matters to its new accountant
and expects to review the application thereof with its new accountant in
connection with the certification of Registrant's financial statements.
2
<PAGE> 3
(e) A letter from the former accountant, addressed to the Commission,
is attached as Exhibit 1 hereto, stating that the former accountant agrees
with the statements made by Registrant in response to this item.
Item 7. Financial Statements, Pro Forma Financial Information and
------- ---------------------------------------------------------
Exhibits
--------
(a) Financial Statements - not applicable
(b) Pro Forma Financial Information - not applicable
(c) Exhibits - See Exhibit Index on page 5 hereof.
3
<PAGE> 4
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 hereto duly authorized.
Date: May 24, 1996
K-V PHARMACEUTICAL COMPANY
By: /s/ Gerald R. Mitchell
-----------------------------------
Gerald R. Mitchell
Vice President-Finance
4
<PAGE> 5
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<C> <S>
1 Letter from the former accountant, addressed to the Commission.
</TABLE>
5
<PAGE> 1
Coopers Coopers & Lybrand L.L.P. One Metropolitan Square telephone
& Lybrand Suite 2200 (314) 462-3200
St. Louis, Missouri facsimile
63102-2737 (314) 241-3371
a professional services firm
May 24, 1996
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by KV Pharmaceutical Company (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report for the month of May, 1996.
We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
MRL/lms
- -------
JPT
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a
limited liability association incorporated in Switzerland
