ALPHA 1 BIOMEDICALS INC
8-K, 2000-05-02
PHARMACEUTICAL PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                    FORM 8-K



                                 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.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)



         Delaware               0-15070                         52-1253406
- --------------------------------------------------------------------------------
(State or other           (Commission File No.)               (IRS Employer
 jurisdiction of                                               Identification
 incorporation)                                                Number)


         3 Bethesda Metro Center, Suite 700, Bethesda, Maryland     20814
- --------------------------------------------------------------------------------
         (Address of principal executive offices)                 (Zip Code)



Registrant's telephone number, including area code: (301) 564-4400
                                                   -----------------------



                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>



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,  1997  and  1998   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   preceding  the  resignation  of
                  PricewaterhouseCoopers,  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.  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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<PAGE>




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


             (C)      Exhibits


                       None.













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<PAGE>



                                   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 2, 2000                   By:    /s/ Allan L. Goldstein
                                           -------------------------------------
                                           Allan L. Goldstein
                                           Chairman and Chief Executive Officer





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