UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to section 13 or 15(d) of
the Securities exchange act of 1934
Date of Report (Date of earliest event reported): March 19, 1997
MERIS LABORATORIES, INC.
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation or organization)
0-19360 77-0274078
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(Commission file number) (I.R.S. Employer Identification No.)
2890 Zanker Road, San Jose, California 95134
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 408-434-9200
Not Applicable
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) On March 19, 1997, Price Waterhouse LLP resigned as independent
accountants of Meris Laboratories, Inc.
(ii) The reports of Price Waterhouse LLP on the consolidated financial
statements for the years ended December 31, 1994 and 1995 contained no
adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principle, except that Price
Waterhouse LLP's report on the consolidated financial statements for the
year ended December 31, 1994 included an explanatory paragraph relating to
the uncertainty surrounding the resolution of certain litigation and
government billing investigations. Also, the report of Price Waterhouse LLP
for the year ended December 31, 1995 included explanatory paragraphs
relating to a change in accounting principle, uncertainty surrounding the
Company's ability to continue as a going concern, uncertainty surrounding
the resolution of certain litigation and government billing investigations
and a qui tam action brought against the Company under the False Claims
Act.
(iii) Not applicable.
(iv) In connection with its audits for the years ended December 31, 1994
and 1995, and through March 19, 1997, there have been no disagreements with
Price Waterhouse LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Price Waterhouse LLP
would have caused them to make reference thereto in their reports on the
consolidated financial statement for such years.
(v) During the years ended December 31, 1994 and 1995 and through March 19,
1997, there have been no reportable events (as defined in Regulation S-K
Item (a)(1)(v)) except that during the year ended December 31, 1995, the
Registrant's management brought to the attention of Price Waterhouse LLP a
material weakness in the Company's system of internal controls which Price
Waterhouse LLP in turn reported to the Audit Committee. The material
weakness related to the Company's ability to produce timely, reliable
financial information for interim periods resulting from the ineffective
utilization of resources, lack of timely management review and supervision,
and inconsistent application of historical procedures for determining the
provision for doubtful accounts and contractual discounts. The Company has
authorized Price Waterhouse LLP to respond to inquiries any successor
accountant might have regarding this matter.
(vi) The Registrant has requested that Price Waterhouse LLP 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 April 14, 1997, has been filed as Exhibit 16 to this Current Report
on Form 8-K/A.
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(b) Successor independent accountants
(i) The Company has not yet engaged independent accountants for purposes of
auditing the consolidated financial statements for the year ended December
31, 1996.
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 thereunto duly authorized.
MERIS LABORATORIES, INC.
By: /s/ Thurman Jordan
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Thurman Jordan
Senior Vice President - Finance
(Duly authorized Officer and
Principal Accounting Officer)
Date: April 14, 1997
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EXHIBIT 16
April 14, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Meris Laboratories, Inc.
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We have read Item 4 of Meris Laboratories, Inc.'s Form 8-K/A dated April 14,1997
and are in agreement with the statements contained in paragraph 4(a) therein.
Yours very truly,
/s/ Price Waterhouse LLP
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Price Waterhouse LLP
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