UNITED STATES
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): 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 report 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, Price
Waterhouse LLP identified a material weakness in the Company's system of
internal control relating to its ability to produce timely, reliable
interim financial information.
(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 March 24, 1997, has been filed as Exhibit 16 to this Current Report
on Form 8-K.
(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.
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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 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
Financial and Accounting Officer)
Date: March 24, 1997
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EXHIBIT 16
March 24, 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 dated March 24, 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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