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) May 19, 2000
APHTON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-19122 95-3640931
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
444 Brickell Avenue, Suite 51-507, Miami, FL 33131
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 305-374-7338
NOT APPLICABLE
(Former name or former address, if changed since last report.)
INFORMATION TO BE INCLUDED IN REPORT
Item 4. Changes in Registrant's Certifying Accountant
a. Effective May 19, 2000, the Board of Directors of Aphton Corporation engaged
the accounting firm of Ernst & Young LLP as independent public accountants for
the registrant for fiscal 2001. PricewaterhouseCoopers LLP was dismissed
effective May 19, 2000. The registrant's audit committee approved these actions.
b. The reports of PricewaterhouseCoopers LLP on the financial statements of the
registrant for the past two years contained no adverse opinion or other
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
c. In connection with its audits for the two most recent fiscal years and
through May 19, 2000, there were no disagreements with PricewaterhouseCoopers
LLP on any matter of accounting principles or practices, financial statement
disclosure, auditing scope or procedure, which disagreement(s), if not resolved
to the satisfaction of PricewaterhouseCoopers LLP, would have caused them to
make reference to the subject matter of the disagreement(s) in connection with
their report.
d. The registrant has not consulted with Ernst & Young LLP during the last two
years or subsequent interim periods through May 19, 2000 on either the
application of accounting principles or type of opinion Ernst & Young LLP might
issue in the Registrant's financial statements.
e. The Registrant requested PricewaterhouseCoopers LLP to furnish a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of such letter, dated May 26, 2000, is filed as Exhibit 16.1 to this Form
8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
16 Exhibits
Exhibit Number Description
16.1 Letter of PricewaterhouseCoopers LLP regarding change in Registrant's
certifying accountant.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
Aphton Corporation
Date: May 26, 2000 By: /s/ Frederick W. Jacobs
------------------------------
Frederick W. Jacobs, Vice President,
Treasurer and Chief Accounting Officer
[PricewaterhouseCoopers LLP Logo]
May 26, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Aphton Corporation (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K report dated May 26, 2000. We agree with the
statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
JPH/bn
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