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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 20, 1998
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CELLPRO, INCORPORATED
(Exact name of registrant as specified in charter)
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DELAWARE 0-19472 94-3087971
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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22215 26TH AVENUE S.E., BOTHELL, WA 98021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (425) 485-7644
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N/A
(Former name or former address, if changed since last report.)
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Item 4. Changes in registrant's Certifying Accountant.
On November 20, 1998, PricewaterhouseCoopers LLP resigned as the
auditors for CellPro, Incorporated, a Delaware corporation (the "Company").
During the Company's two most recent fiscal years, and through
the date of this filing, there were no disagreements with PricewaterhouseCoopers
LLP on any matter of accounting principles or practices, financial statement
disclosure, auditing scope or procedure or any other reportable event which, if
not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have
caused them to make reference to the matter in their report.
PricewaterhouseCoopers LLP's report on the Company's financial
statements for the fiscal year ended March 31, 1998, contained a qualification
and explanatory paragraph with respect to the Company's ability to continue as a
going concern. Except with respect to the qualification and explanatory
paragraph for the fiscal year ended March 31, 1998, the reports of
PricewaterhouseCoopers LLP for the fiscal years ended March 31, 1998 and March
31, 1997 did not contain an adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope, or accounting
principles.
The Registrant shall provide PricewaterhouseCoopers LLP with a
copy of this Form 8-K no later than the day that this Form is filed with the
SEC. PricewaterhouseCoopers LLP has furnished the Registrant with a letter
addressed to the SEC stating that it agrees with the above statements. A copy of
the letter is filed as Exhibit 16.1 to this Form 8-K.
Item 7. Exhibits.
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EXHIBIT
NUMBER DESCRIPTION
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16.1 Letter dated November 20, 1998 from PricewaterhouseCoopers LLP to
the Securities and Exchange Commission.
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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.
CellPro, Incorporated
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(Registrant)
Date: November 24, 1998 /s/ Mark J. Handfelt
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Name: Mark J. Handfelt
Title: Executive Vice President, General
Counsel and Acting Chief
Operating Officer
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INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K/A
DATED NOVEMBER 20, 1998
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EXHIBIT
NUMBER DESCRIPTION
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16.1 Letter dated November 20, 1998 from PricewaterhouseCoopers LLP to
the Securities and Exchange Commission.
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Exhibit 16.1
November 20, 1998
Mr. Dave Bishop
Chief Finacial Officer
CellPro, Incorporated
22215-26th Avenue SE
Bothell, WA 98021
Dear Mr. Bishop:
This is to confirm that the client-auditor relationship between CellPro,
Incorporated (Commission File Number 0-19472) and PricewaterhouseCoopers LLP
has ceased.
Very truly yours,
PricewaterhouseCoopers
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exhange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
