SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
April 25, 2000
ALPHA 1 BIOMEDICALS, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-15070 52-1253406
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
3 Bethesda Metro Center, Suite 700, Bethesda, Maryland 20814
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 564-4400
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N/A
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(1) (i) PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"), the
independent accounting firm that was previously engaged as the
principal accountant to audit the registrant's financial
statements, was dismissed, effective April 25, 2000.
(ii) The audit reports issued by PricewaterhouseCoopers for the
years ended December 31, 1996 and 1997 contained an
explanatory paragraph expressing substantial doubt about the
ability of the registrant to continue as a going concern.
(iii) The change in accountants was approved by the board of
directors of the registrant.
(iv) During the registrant's two most recent fiscal years and the
subsequent interim period through April 25, 2000, there were
no disagreements between the registrant and
PricewaterhouseCoopers on any matter of accounting principles
or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to the satisfaction
of PricewaterhouseCoopers, would have caused
PricewaterhouseCoopers to make reference to the subject matter
of the disagreement or disagreements in its report. Subsequent
to March 6, 1998 there were no reports issued by
PricewaterhouseCoopers.
(2) Effective April 25, 2000, the registrant engaged Reznick Fedder &
Silverman P.C. ("Reznick Fedder & Silverman") as its principal
accountant to audit the registrant's financial statements. During the
registrant's two most recent fiscal years and subsequent interim
periods prior to the engagement of Reznick Fedder & Silverman, the
registrant did not, nor did anyone on the registrant's behalf, consult
Reznick Fedder & Silverman regarding either (A) the application of
accounting principles to a specified completed or proposed transaction,
or the type of audit opinion that might be rendered on the registrant's
financial statements as to which a written report or oral advice was
provided to the registrant that was an important factor considered by
the registrant in reaching a decision as to an accounting, auditing or
financial reporting issue, or (B) any matter that was the subject of a
disagreement between the registrant and PricewaterhouseCoopers or an
event described in paragraph 304(a)(1)(v) of Regulation S-K.
(3) The registrant has provided PricewaterhouseCoopers with a copy of the
disclosures it is making in this Form 8-K/A. The registrant requested
that PricewaterhouseCoopers, furnish the registrant with a letter
addressed to the Securities and Exchange Commission stating whether
PricewaterhouseCoopers, agrees with the statements made by the
registrant herein and, if not, stating the respects in which it does
not agree. The letter subsequently furnished by PricewaterhouseCoopers,
is included as Exhibit 16 to this report.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) Exhibits
Exhibit Number Description
16 Letter from PricewaterhouseCoopers, LLP.
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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 thereunto duly authorized.
ALPHA 1 BIOMEDICALS, INC.
Date: May 11, 2000 By: /s/ Albert Rosenfeld
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Albert Rosenfeld
Secretary and Treasurer
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EXHIBIT 16
[PRICEWATERHOUSECOOPERS LLP LETTERHEAD]
May 11, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Alpha 1 Biomedicals, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K/A, as part of the Company's Form 8-K/A report dated May 11, 2000. We
agree with the statements concerning our Firm in such Form 8-K/A.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
