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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 16, 1997
INNOVIR LABORATORIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-21972 13-3536290
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
510 EAST 73RD STREET, NEW YORK, NY 10021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 249-4703
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.
The Board of Directors has selected the accounting firm of KPMG Peat
Marwick LLP to serve as independent accountants of Innovir Laboratories, Inc.
(the "Company") to perform the annual audit for the year ending December 31,
1997. Coopers & Lybrand L.L.P. previously served as the independent accountants
of the Company and performed the annual audit for the fiscal year most recently
completed. Coopers & Lybrand L.L.P. had served as the Company's independent
accountants since the Company's initial public offering in 1993. In light of
recent developments, particularly the Company's transaction with VIMRx
Pharmaceuticals Inc. ("VIMRx") pursuant to which (i) the Company acquired VIMRx
Holdings, Ltd. and certain other subsidiaries thereof and (ii) VIMRx acquired
approximately 68% of the Company's outstanding voting stock, the Board of
Directors determined that it would be most efficient and in the best interests
of the Company to have a single accounting firm serve as principal accountants
for both the Company and VIMRx. The decision to change accountants was not
occasioned by any disagreement or advice given on any matter by Coopers &
Lybrand L.L.P. The Company solicited bids for the audits of its financial
statements from four accounting firms, including Coopers & Lybrand L.L.P. On May
16, 1997, the Company terminated Coopers & Lybrand L.L.P. as the Company's
principal accountants and engaged KPMG Peat Marwick LLP as its principal
accountants. The decision to change accountants was recommended and approved by
the Audit Committee of the Board of Directors.
During the Company's two most recent fiscal years and the subsequent
interim periods preceding such termination, there were no disagreements with
Coopers & Lybrand L.L.P. 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 Coopers & Lybrand L.L.P.,
would have caused it to make reference to the subject matter of the
disagreements in connection with its report.
The audit reports of Coopers & Lybrand L.L.P. on the financial statements
of the Company for either of the past two years did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles, except that the audit report
of Coopers & Lybrand L.L.P. on the Company's financial statements for the fiscal
year ended September 30, 1995 contained an explanatory paragraph regarding
uncertainty about the Company's ability to continue as a going concern.
During the Company's two most recent fiscal years and the subsequent
interim periods preceding such termination, there were no reportable events for
which disclosure is required pursuant to Item 304(a)(1)(v) of Regulation S-K
promulgated under the Exchange Act.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS
No financial statements are required to be filed as a part of this
report.
(b) PRO FORMA FINANCIAL INFORMATION
No pro forma financial information is required to be filed as a part
of this report.
(c) EXHIBITS
16 Letter, dated May 19, 1997, from Coopers & Lybrand L.L.P. to
Securities and Exchange Commission regarding change in certifying
accountant.
All other Items of this report are inapplicable.
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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.
INNOVIR LABORATORIES, INC.
Date: May 20, 1997 By:/s/ FRANCIS M. O'CONNELL
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Name: Francis M. O'Connell
Title: Chief Financial Officer
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EXHIBIT INDEX
16 Letter, dated May 19, 1997, from Coopers & Lybrand L.L.P. to
Securities and Exchange Commission regarding change in certifying
accountant.
EXHIBIT 16
[Letterhead of Coopers & Lybrand L.L.P.]
May 19, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs and Mesdames:
We have read the statements made by Innovir Laboratories, Inc. in the
accompanying Form 8-K which is being filed with the Securities and Exchange
Commission, pursuant to Item 4 of Form 8-K. We agree with the statements
concerning our Firm.
Very truly yours,
/s/ COOPERS & LYBRAND L.L.P.
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Coopers & Lybrand L.L.P.
