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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): JULY 21, 1998
GENEMEDICINE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-24572 76-0355802
(Commission File No.) (IRS Employer Identification No.)
8301 NEW TRAILS DRIVE
THE WOODLANDS, TEXAS 77381-4248
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (281) 364-1150
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous independent accountants
(i) On July 21, 1998, the Registrant elected to replace Arthur
Andersen LLP ("Arthur Andersen") as its independent accountants.
(ii) The reports of Arthur Andersen on the Registrant's financial
statements as of December 31, 1996 and 1997 and for each of the years
in the three-year period ended December 31, 1997 contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
(iii) In April 1998, Registrant appointed an individual to its
Board of Directors. Following such appointment, Registrant became
aware of a familial relationship between the newly appointed Director
and Arthur Andersen. After discussion and analysis of the familial
relationship with Arthur Andersen, it was determined that Arthur
Andersen could no longer continue to serve as Registrant's independent
accountants. Accordingly, the Registrant's audit committee formally
dismissed Arthur Andersen as the Registrant's independent accountants
and engaged KPMG Peat Marwick LLP as the Registrant's independent
accountants.
(iv) During the Registrant's two most recent fiscal years and through
July 21, 1998, there have been no disagreements with Arthur Andersen
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 Arthur Andersen
would have caused it to make a reference to the subject matter of the
disagreements in connection with its report.
(v) During the two most recent fiscal years and through July 21, 1998,
there have been no reportable events (as defined in Regulation S-K
Item 304(a)(1) (v)).
(vi) The Registrant has requested that Arthur Andersen furnish it with
a letter addressed to the Securities and Exchange Commission (the
"SEC") stating whether or not it agrees with the above statements.
(b) New independent accountants
(i) The Registrant engaged KPMG Peat Marwick LLP as its new
independent accountants as of July 21, 1998. During the two most
recent fiscal years and through July 21, 1998, the Registrant has not
consulted with KPMG Peat Marwick LLP regarding (1) the application of
accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Registrant's financial statements, or (2) the subject matter of a
disagreement or reportable event with the former accountants (as
described in Regulation S-K Item 304(a)(2)).
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
16 Letter dated July 24, 1998 from Arthur Andersen LLP, the
Registrant's former accountants, to the SEC.
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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.
GENEMEDICINE, INC.
Dated: July 24, 1998 By: Richard A. Waldron
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Richard A. Waldron
Chief Financial Officer
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INDEX TO EXHIBITS
16 Letter dated July 24, 1998 from Arthur Andersen, the
Registrant's former accountants, to the SEC.
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EXHIBIT 16
July 24, 1998
Mr. Rick Waldron
Chief Financial Officer
GeneMedicine, Inc.
8301 New Trails Drive
The Woodlands, Texas 77381-4248
Dear Mr. Waldron:
This is to confirm that the client-auditor relationship between GeneMedicine,
Inc. (Commission File Number 0-24572) and Arthur Andersen LLP has ceased.
Very truly yours,
ARTHUR ANDERSEN LLP
