<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 18, 1998
CHANTAL PHARMACEUTICAL CORPORATION
(Exact name of the Registrant as specified in its charter)
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
DELAWARE 000-13304 222276346
5757 W. CENTURY BLVD., SUITE 700, LOS ANGELES, CALIFORNIA 90045
(Address of the Registrant's principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 574-5588
1350 Avenue of the Americas, 16th Floor, New York, New York 10019
(Former name or former address, if changed since last report.)
1
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Registrant's former independent accountants, BDO Seidman, LLP ("BDO"),
resigned on August 18, 1998. BDO has advised that it resigned because its
independence was impaired due to the substantial amount of receivables owing to
it from the Registrant.
BDO's report on the financial statements for the year ended June 30,
1997, dated September 23, 1997, except for Note 10 and 11 which is as of
September 29, 1997, contained an explanatory paragraph relative to the
assumption that the Registrant will continue as a going concern. This
explanatory paragraph is based on the fact that as of June 30, 1997, the
Registrant suffered recurring losses from operations and had a working
capital deficiency which raised substantial doubt about its ability to
continue as a going concern. There is no such similar explanatory paragraph
in BDO's report on the financial statements for the year ended June 30, 1996,
dated October 18, 1996.
The Registrant's Board of Directors did not recommend a change in
accountants.
During the Registrant's two most recent fiscal years and any subsequent
interim period preceding BDO's resignation, there were no disagreements with BDO
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure, which disagreement(s) if not
resolved to the satisfaction of BDO, would have caused it to make reference to
the subject matter of the disagreement(s) in connection with its report.
During the Registrant's two most recent fiscal years and any subsequent
interim period preceding BDO's resignation, none of the events referred to in
Item 304(a)(1)(v) of Regulation S-K has occurred.
The Registrant's newly engaged independent accountants are Singer Lewak
Greenbaum & Goldstein LLP ("SLGG"). SLGG was engaged by the Registrant on
September 25, 1998. During the Registrant's two most recent fiscal years and
any subsequent interim period prior to the engagement of SLGG, neither the
Registrant nor anyone on its behalf consulted SLGG regarding the matters
referred to in Item 304(a)(2) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 1 -- Letter dated October 2, 1998 from BDO to the Securities
and Exchange Commission.
2
<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 hereunto duly authorized.
CHANTAL PHARMACEUTICAL CORPORATION
Date: October 5, 1998 By: /s/ Charles P. Scalzo
-----------------------------
Charles P. Scalzo
Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
No. Exhibit Page No.
- ------- ------- ----------
1. Letter, dated as of October 2, 1998, from BDO 5
Seidman, LLP to the Commission stating whether it
agrees with the statements made by the Registrant in
response to Item 304(a) of Regulation S-K.
4
<PAGE>
[LETTERHEAD]
October 2, 1998
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K for
the event that occurred on August 18, 1998, to be filed by our former client,
Chantal Pharmaceutical Corporation. We agree with the statements made in
response to that Item insofar as they relate to our firm.
Very truly yours,
/s/ BDO Seidman, LLP
- ------------------------
BDO SEIDMAN, LLP
