VIMRX PHARMACEUTICALS INC
8-K, 1997-05-21
PHARMACEUTICAL PREPARATIONS
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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): May 15, 1997


                           VIMRx Pharmaceuticals Inc.
               (Exact name of registrant as specified in charter)


           Delaware                      0-19153                06-1192468
     (State or other juris-            (Commission             (IRS Employer
       diction of incorp-              File Number)          Identification No.)
             oration)


  2751 Centerville Road, Wilmington, Delaware                          19808
    (Address of principal executive offices)                         (Zip code)


       Registrant's telephone number, including area code: (302) 998-1734


                                 Not applicable
          (Former name or former address, if changed since last report)





         Item 4.  Changes in Registrant's Certifying Accountant

                  For more than the two most recent fiscal years of the Company,
         the  independent  auditors of the Company have been Richard A. Eisner &
         Company,  LLP, who have been dismissed upon recommendation of the Audit
         Committee  effective  May 15,  1997.  At no time did any  report on the
         financial statements of the Company by Richard A. Eisner & Company, LLP
         contain  an  adverse   opinion  or  a  disclaimer  of  opinion,   or  a
         qualification  or  modification  as  to  uncertainty,  audit  scope  or
         accounting   principles.   The  decision  to  change   accountants  was
         occasioned  by  the  developments  of the  past  year,  and  not by any
         disagreement or advice given on any matter of accounting  principles or
         practices,   financial  statement  disclosure,  or  auditing  scope  or
         procedure. In particular, in light of the acquisition by the Company of
         a  controlling  interest  in  Innovir  Laboratories,   Inc.  the  Audit
         Committee  concluded  that it would be most  efficient  and in the best
         interests  of both  Innovir and the  Company  for the same  auditors to
         audit  both  companies.  The  Company  solicited  proposals  from  four
         auditing firms,  including Richard A. Eisner & Company,  LLP. KPMG Peat
         Marwick LLP was chosen as a result of this process,  and was engaged by
         the Company as its principal auditors on May 15, 1997.


     Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (c)  Exhibits

                           16.      Letter of Richard A. Eisner & Co., LLP*







<PAGE>



                                    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.

                                                    VIMRx PHARMACEUTICALS INC.
                                                           (Registrant)



                                                  By:/s/ L. William McIntosh
                                                  --------------------------
                                                         L. William McIntosh
                                                         Chief Financial Officer
Dated:  May 21, 1997
<PAGE>


         






                 {LETTERHEAD OF RICHARD A. EISNER & CO., L.L.P.}

                                                            May 20, 1997

         VIMRX Pharmaceuticals Inc.
         2751 Centerville Road, Suite 210
         Wilmington, Delaware 19808

         Dear Sirs and Mesdames:

             We have read the statements made by VIMRx  Pharmaceuticals  Inc. in
          Item 4 of the  accompanying  Form 8-K  which is being  filed  with the
          Securities  and  Exchange  Commission.  We agree  with the  statements
          concerning our Firm.

                                             Very truly yours,

                                             /s/ RICHARD A. EISNER & CO., L.L.P.






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