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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) April 21, 1998
CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
0-21168 13-3253392
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(Commission File Number) (IRS Employer Identification Number)
5 East 80th Street, New York, New York 10021
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 717-6544
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 21, 1998, Wiss & Company, LLP ("Wiss") informed Chromatics
Color Sciences International, Inc. (the "Company") that, based on mutual
determination between the Company and Wiss, it would not stand for re-election
as the Company's principal accountants for the audit of the Company's financial
statements following the completion of its most recent audit of the Company's
financial statements on February 17, 1998 in connection with the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
Wiss' report on the financial statements for the fiscal year ended
December 31, 1996 included a statement, indicating that the financial statements
were prepared by Wiss on the assumption that the Company would continue as a
going concern. Wiss' report on the financial statements for the fiscal year
ended December 31, 1997 did not contain such statement. Wiss' reports for fiscal
years 1996 and 1997 contained no other adverse opinions, disclaimers of opinion
or modifications as to uncertainty, audit scope or accounting principles.
Within the two most recent fiscal years and the subsequent interim
period preceding Wiss' notification confirming that it would not stand for
re-election, there were no disagreements between the Company and Wiss on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedures, which disagreements if not resolved to Wiss'
satisfaction would have caused it to make reference in connection with its
report to the subject matter of the disagreement.
Wiss has not advised the Company of any reportable events as defined in
paragraphs (A) through (D) of Regulation S-K Item 304(a)(1)(v).
The Company has furnished Wiss with the disclosures the Company is
making in this Form 8-K and has requested Wiss to furnish the Company with a
letter addressed to the Securities and Exchange Commission (the "SEC") stating
whether Wiss agrees with the statements made by the Company above, and if not,
stating the respects in which it does not agree. Such letter is filed as an
exhibit to this Form 8-K.
The Company's new Audit Committee is currently finalizing the selection
of an international independent accounting firm. The Company expects to announce
the engagement of such new auditors shortly. Wiss has advised the Company that
they will assist in the preparation of the March 31, 1998 Form 10-Q and will
work with the Company's new auditors in effecting a prompt and orderly
transition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits:
16. Letter from Wiss & Company, LLP to SEC
re: Form 8-K Statements.
99. Chromatics Color Sciences International, Inc.
Press Release, dated April 24, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.
By: /s/ Darby S. Macfarlane
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Name: Darby S. Macfarlane
Title: Chief Executive Officer
Date: April 24, 1998
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EXHIBIT INDEX
Document Page Number
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16. Letter of Wiss & Company, LLP to SEC
re: Form 8-K Statements. 5
99. Chromatics Color Sciences International, Inc.
Press Release dated April 24, 1998 6
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Exhibit 16
Securities and Exchange Commission
450 Fifth Street
Washington, DC 20549
Re: Chromatics Color Sciences International, Inc.
Ladies and Gentlemen:
We were previously the principal accountants for Chromatics Color
Sciences International, Inc. (the "Company") and on February 17, 1998, we
reported on the consolidated financial statements of the Company as of December
31, 1997 and December 31, 1996 and for each of the three years in the period
ended December 31, 1997. On April 21, 1998, we informed the Company that we
declined to stand for re-election as the principal accountant for the Company.
We have read the Company's statements included pursuant to Item 4 in its Form
8-K Current Report dated April 23, 1998.
We agree with the statements included in Item 4 of such Form 8-K.
Very truly yours,
/s/ Wiss & Company, LLP
Wiss & Company, LLP
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Exhibit 99
Chromatics Color Sciences International, Inc.
Press Release
Contact: Darby S. Macfarlane
Chromatics Color Sciences International, Inc.
212-717-6544
Richard Wool
Hill and Knowlton, Inc.
212-885-0523
Chromatics Color Sciences to Appoint New International Accounting Firm
New York, April 24, 1998 - In another move that indicates its
accelerated pace of corporate development, Chromatics Color Sciences
International, Inc. (NASDAQ:CCSI) announced today that its new Audit Committee
is currently finalizing the selection of a new International accounting firm and
expects to announce the engagement of the new auditors shortly. Chromatics'
decision to retain new International auditors was based on the mutual
determination by the Company and Wiss & Company LLP, Chromatics' principal
accountants since 1992, that Wiss will not stand for re-election at the
Company's 1998 annual meeting. Darby Macfarlane the CEO of the Company said "the
Company wishes to thank Wiss & Co. for its many years of service to the
Company."
Wiss will assist in the preparation of the March 31, 1998 Form 10-Q for
the Company. Wiss has advised the Company in writing that there are no
"disagreements with management" on accounting principles or practices, financial
statement disclosure, or "reportable events" and that Wiss will cooperate with
the Company's new auditors in affecting a prompt and orderly transition.
Chromatics Color Sciences International is engaged in the business of
color science and has developed technologies and intellectual properties which
the Company believes have medical applications involving the detection and
monitoring of certain chromogenic diseases or disorders such as bilirubin infant
jaundice. In this regard, the Company has received FDA clearance for commercial
marketing of the Company's medical device for detection and monitoring of
bilirubin infant jaundice.
Other medical applications will most likely require additional clinical
trials and FDA clearance. The Company defines chromogenic disease or disorders
as those diagnosed or monitored by the coloration of the human skin, tissue or
fluid being affected. These technologies and intellectual properties also have
other applications, including the scientific color measurement and
classification of human skin, certain color-sensitive consumer products, and in
determining the color compatibility of such skin and product color
classification for use in a variety of industries including the cosmetic, beauty
aid and fashion industries.
Certain of the matters discussed in this announcement contain
forward-looking statements that involve material risks to and uncertainties in
the Company's business which may cause actual results to differ materially from
those anticipated by the statements made herein. Such risks and uncertainties
include, among other things, the availability of any needed financing, the
Company's ability to implement its long range business plan for various
applications for its technologies, the impact of competition, the obtaining of
further regulatory clearances applicable to proposed new applications of the
Company's technology, management of growth and other risks and uncertainties
that maybe detailed from time to time in the Company's reports filed with the
Securities and Exchange Commission, including those set forth in its annual
report on Form 10-K for the year ended December 31, 1997.
