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): November 19, 1998
COPLEY PHARMACEUTICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
0-20126 04-2514637
(Commission File Number) (IRS Employer Identification No.)
25 John Road
Canton, Massachusetts 02021
(Address of principal executive offices) (Zip Code)
(781) 821-6111
(Registrant's telephone number, including area code)
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The Company's Form 8-K, filed on November 24, 1998, contained a transcription
error. The corrected Item 4 disclosure is set forth in its entirety below:
Item 4. Changes in Registrant's Certifying Accountant.
KPMG Peat Marwick LLP ("KPMG") was previously the principal accountants for
Copley Pharmaceutical, Inc. (the "Company"). On November 19, 1998, that firm's
appointment as principal accountants was terminated and PricewaterhouseCoopers
LLP was engaged as principal accountants. The decision to change accountants was
approved by the Board of Directors. On October 20, 1998, the Company informed
KPMG that the Board of Directors, at its October 28, 1998 meeting, would discuss
a possible change of principal accountants and review previously solicited
competing bids from certain other independent accounting firms regarding the
audit for the year ending December 31, 1998.
In connection with the audits of the two fiscal years ended December 31, 1997
and the subsequent interim period through November 19, 1998, there were no
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement.
In connection with KPMG's engagement to review the Company's quarterly
consolidated financial statements as of and for the three month period ended
September 30, 1998, KPMG reported the preliminary results of its review orally
to the Company, about which there was no disagreement. In connection with the
Company's consideration of changing auditors, the Company then requested that
KPMG not complete its review of the September 30, 1998 Form 10-Q to be filed
with the Securities and Exchange Commission. Consequently, KPMG did not review
the September 30, 1998 Form 10-Q filed with the Securities and Exchange
Commission.
On October 28, 1998, based on information available to KPMG as of October 5,
1998, KPMG informed the Company's Board of Directors that the pace of the
Company's project to resolve its Year 2000 computer issues, and the progress
made to date, raised doubts about the Company's ability to resolve those Year
2000 issues on a timely basis. Also on October 28, 1998, KPMG informed the
Company's senior management and its Board of Directors that generally accepted
auditing standards required KPMG to consider relevant conditions and events,
including those caused by Year 2000 issues, in evaluating whether substantial
doubt existed regarding the Company's ability to continue as a going concern for
a reasonable period of time and the related effect, if any, on KPMG's audit
report on the Company's 1998 consolidated financial statements. Due to KPMG's
dismissal as the Company's principal accountants, KPMG was unable to complete
that evaluation. In connection with its engagement of PricewaterhouseCoopers
LLP, the Company has apprised PricewaterhouseCoopers LLP of the status of its
Year 2000 compliance program.
The audit reports of KPMG Peat Marwick LLP on the consolidated financial
statements of Copley Pharmaceutical, Inc. and subsidiaries as of and for the
years ended December 31, 1997 and 1996, did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. A letter from KPMG Peat Marwick LLP is
attached as Exhibit 16.1.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
16.1 Letter re change in certifying accountant (previously
filed as an exhibit to the Company's Form 8-K filed on
November 24, 1998 and incorporated herein by reference)
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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 hereunto duly authorized.
COPLEY PHARMACEUTICAL, INC.
December 1, 1998 /s/ Daniel M. P. Caron
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Date Daniel M. P. Caron
Vice President Finance, Chief Financial
Officer and Treasurer
(Principal Financial Officer)
