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UNITED STATES
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): DECEMBER 16, 1996
THE IMMUNE RESPONSE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Commission file number 0-18006
DELAWARE 33-0255679
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
5935 DARWIN COURT, CARLSBAD, CA 92008
(Address of Principal Executive Offices)
(Zip Code)
TELEPHONE (619) 431-7080
(Registrant's Telephone Number, Including Area Code)
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THE IMMUNE RESPONSE CORPORATION
FORM 8-K/A
CURRENT REPORT
TABLE OF CONTENTS
PAGE
Item 4. Change in Registrant's Certifying Accountants 3
Item 7. Financial Statements and Exhibits 3
Signature 4
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Item 4. Change in Registrant's Certifying Accountants
The Immune Response Corporation (the "Company") is filing this report on Form
8-K/A to report a change in certifying accountants, with the firm of Ernst &
Young LLP being replaced by Arthur Andersen LLP, effective December 16, 1996.
(a) The following sets forth the information required by item
304(a)(1) of Regulation S-K:
(i) On December 16, 1996, Ernst & Young LLP was dismissed
as the Company's principal accountant.
(ii) Ernst & Young LLP reports on the financial statements
for the Company's past two fiscal years did not
contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to
audit scope or accounting principles.
(iii) The decision to change accountants was approved by
the audit committee of the Company's Board of
Directors.
(iv) During the Company's two most recent fiscal years and
subsequent interim periods, there were no
disagreements with Ernst & Young LLP on any matter
of accounting principles or practices, financial
statement disclosures or auditing scope or procedure.
(v) During the Company's two most recent fiscal years and
subsequent interim periods, there have occurred none
of the "reportable events" listed in Item
304(a)(1)(v)(A-D) of Regulation 8-K.
(b) The Company has requested and received from Ernst & Young LLP
the letter required by Item 304(n)(3) of Regulation S-K. Such letter is filed
as Exhibit 16.1 to this report, and states that Ernst & Young LLP agrees with
the statements made by the Company in this report in response to Item 304(a)(1)
of Regulation S-K.
(c) The following sets forth the information required by Item
304(a)(2) of Regulation S-K:
The Company has retained Arthur Andersen LLP as its principal
accountants, effective December 16, 1996.
Item 7. Financial Statements and Exhibits
The following exhibit is filed with this report:
Exhibit No Description
16.1 Letter Regarding Change in Certifying Accountant
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SIGNATURE
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.
THE IMMUNE RESPONSE CORPORATION
Date: 12/23/96 s/Charles J. Cashion
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Charles J. Cashion
Vice President, Finance,
Secretary and Treasurer
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Exhibit 16.1
[ERNST & YOUNG LETTERHEAD]
December 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated December 19, 1996 of The Immune Response
Corporation and are in agreement with the statements contained in paragraphs
4a(iv) and (v) on page 3 therein. We have no basis to agree or disagree with
other statements of the registrant contained therein.
Ernst & Young LLP
