SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 29, 1999
HUMAN PHEROMONE SCIENCES, INC.
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(Exact name of Registrant as specified in its charter)
CALIFORNIA 0-23544 94-3107202
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4034 CLIPPER COURT, FREMONT, CALIFORNIA 94538
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (510) 226-6874
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Ernst & Young LLP resigned as auditors of the Company effective
September 28, 1999. The reports of Ernst & Young LLP on the Company's
financial statements for the past two fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting principles. The
Audit Committee of the Board of Directors has not yet approved a
successor auditor.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended December 31, 1998, and in the
subsequent interim period through the date hereof, there were no
disagreements with Ernst & Young LLP on any matters of accounting
principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of
Ernst & Young LLP would have caused Ernst & Young LLP to make reference
to the matter in their report. The Company has requested Ernst & Young
LLP to furnish it a letter addressed to the Commission stating whether
it agrees with the above statements. A copy of that letter, dated
September 29, 1999, is filed as Exhibit 7.1 to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit 7.1 - Letter from Ernst & Young LLP pursuant to Item 304(a)(3)
of Regulation S-K.
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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.
HUMAN PHEROMONE SCIENCES, INC.
Date: September 29, 1999 By: /s/ William P. Horgan
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William P. Horgan, Chief Executive Officer
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Exhibit 7.1
September 29, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated September 29, 1999 of Human Pheromone
Sciences, Inc. and are in agreement with the statements contained in the first
and second paragraphs on page 2 therein.
Very truly yours,
/s/ Ernst & Young LLP
San Francisco, California
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