LEE PHARMACEUTICALS
8-K, 1995-10-03
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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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                                              September 27, 1995
(Date of earliest event reported)

                               LEE PHARMACEUTICALS
            (exact name of registrant as specified in its character)

                                   CALIFORNIA
                 (State or other jurisdiction of incorporation)

         1-7335                                        95-2680312
- ------------------------                  ------------------------------------
(Commission File Number)                  (IRS Employer Identification Number)


1444 Santa Anita Avenue, South El Monte, California                    91733
(Address of principal executive offices)                             (Zip Code)


                                 (818) 442-3141
              (Registrant's telephone number, including area code)



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ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNT


          (a)  Jeffery, Corrigan & Shaw, Certified Public Accountants, were
               engaged as the Registrant's principal independent accountants for
               the year ended September 30, 1995, on September 27, 1995.  Prior
               to the date, Meir & Meir had been the Registrant's principal
               independent accountants.

          (b)  In connection with its audit for the most recent year and through
               September 27, 1995, there have been no disagreements with Meir &
               Meir 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 Meir &
               Meir would have caused them to make reference in connection with
               their report to the subject matter.

          (c)  The report of Meir & Meir on the financial statements for the
               past year contained no adverse opinion or disclaimer of opinion
               and were not qualified as to uncertainty, audit scope, or
               accounting principle.

          (d)  A letter dated September 29, 1995, addressed to the Commission
               from the Registrant's former independent accountants stating
               whether or not they agree with the statements made by the
               Registrant herein is filed as Exhibit 16 hereto.


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          (e)  The decision to change independent accountants was approved by
               the Board of Directors of the Registrant.  The Registrant does
               have an audit committee.

          (f)  The Company has been informed by Meir & Meir that information has
               come to their attention that made them conclude that the scope of
               the audit should be expanded to include an expert opinion
               regarding the environmental issues the Company is involved with.
               The finding of such expert may materially impact the fairness or
               reliability of the previously issued audit reports or the
               underlying financial statements, or the financial statements to
               be issued covering the fiscal periods subsequent to the date of
               the most recent audited financial statements (including
               information that might preclude the issuance of an unqualified
               report).

          (g)  The request by Meir & Meir to include the expert opinion in the
               fiscal 1995 audit was not the basis for the Company's change of
               independent accountants.  The Company is involved in various
               matters involving environmental cleanup issues.  SEE the
               Company's Annual Report on Form 10-KSB for the fiscal year ended
               September 30, 1994, and the Company's Quarterly Reports on Form
               10-QSB for the fiscal quarters ended December 31, 1994, and March
               31 and June 30, 1995.  The Company believes that the ultimate
               outcome of these matters cannot presently be determined.


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               Accordingly, no provision for any loss that may result from the
               resolution of these matters has been made in the financial
               statements of the Company.

ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS.

               (c)  Exhibits.
                    16.  Letter re change in certifying accountant.

                                   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.

                                      LEE PHARMACEUTICALS

Date:    September 29, 1995           By:   RONALD G. LEE
       -----------------------            ---------------------------
                                          RONALD G. LEE
                                          PRESIDENT

Date:   September 29, 1995            By:   MICHAEL L. AGRESTI
      -----------------------            ---------------------------
                                          MICHAEL L. AGRESTI
                                          VICE PRESIDENT - FINANCE




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                                                                EXHIBIT 16



September 29, 1995


Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549

Dear Sirs/Madams:

We have read and agree with the comments in Items 4(b), (c), (d), (f) and
sentence two of Item 4(a) of Form 8-K of Lee Pharmaceuticals dated September 29,
1995.  We have no basis to comment on Item 4(e), (g) and sentence one of Item
4(a).

Yours truly,


Meir & Meir




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