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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 (Date of earliest event reported): November 2, 2000
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Endorex Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-14778 41-1505029
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(Commission File Number) (I.R.S. Employer Identification No.)
28101 Ballard Drive, Suite F, Lake Forest, IL 60045
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(Address of Principal Executive Offices) (Zip Code)
(847) 573-8990
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(Registrant's Telephone Number, Including Area Code)
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Item 4. Change in Registrant's Certifying Accountants
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(a) (i) On November 2, 2000, the Registrant engaged Ernst &
Young LLP as its Independent public accountant and dismissed
PricewaterhouseCoopers LLP ("PwC").
(ii) PwC's reports on the financial statements of the
Registrant for the past two fiscal years did not contain an
adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principle.
(iii) The decision to change independent public accountants
was recommended and approved by the Registrant's Audit Committee.
(iv) In connection with its audits for the two most recent
fiscal years and through November 2, 2000, there have been no
disagreements with PwC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to PwC's satisfaction, would
have caused them to make reference to the subject matter of the
disagreements in their report on the financial statements for
such years.
(v) During the two most recent fiscal years and through
November 2, 2000 there were no reportable events except that in
connection with its review of the June 30, 2000 financial
statements, PwC reported a material weakness in the Registrant's
internal control structure relative to the employees of the
Registrant not having expertise in the area of generally accepted
accounting principles and financial reporting procedures. The
Registrant did not have a certified public accountant on its
full-time staff at that time. The Registrant has since hired a
certified public accountant to serve as the Registrant's
corporate controller. The Registrant's management and Audit
Committee believe that the concerns expressed by PwC have been
adequately addressed with the hiring of the certified public
accountant as controller.
(vi) In accordance with the requirements of Item 304(a)(3)
of Regulation S-B, the Registrant has requested that PwC furnish
it with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the above
statements. A copy of such letter dated November 9, 2000, is
filed as exhibit 16.1 to this Form 8-K.
(b) Ernst & Young L.L.P. ("E&Y") was engaged by the Registrant on
November 2, 2000 as the Registrant's independent public
accountant. E&Y was not consulted by the Registrant with respect
to the application of accounting principles to a specific
completed transaction or contemplated transaction, or the type of
audit opinion that might be rendered on the Registrant's
financial statements. The Registrant provided a copy of PwC's
letter reporting the material weakness to E&Y and authorized PwC
to respond fully to the inquiries of E&Y regarding the letter.
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Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibit 16.1 - Letter from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission dated November 9, 2000.
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.
Endorex Corporation
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(Registrant)
By: _________________________________
Name: Frank C. Reid
Title: Vice President, Finance and
Corporate Development
Dated: November 9, 2000
