HYSEQ INC
8-K, 2000-04-24
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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<PAGE>   1
                       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



                                 April 21, 2000
                       (Date of earliest event reported)


                                  HYSEQ, INC.
             (Exact name of Registrant as specified in its charter)



          Nevada                    0-22873                     36-3855489
        (State of            (Commission File No.)            (IRS Employer
      Incorporation)                                       Identification No.)



                               670 Almanor Avenue
                          Sunnyvale, California 94086
          (Address of principal executive offices, including zip code)

                                 (408) 524-8100
              (Registrant's telephone number, including area code)






<PAGE>   2
Item 4.  Changes in Registrant's Certifying Accountant.

         On April 21, 2000, the Registrant engaged the accounting firm of KPMG
LLP ("KPMG") as its independent auditors to audit the Registrant's financial
statements for its fiscal year ending December 31, 2000. The engagement of new
independent auditors was approved by the Audit Committee and Board of Directors
of the Registrant. The Company dismissed its former independent auditors, Ernst
& Young ("E&Y") effective as of April 7, 2000.

         Prior to the engagement of KPMG, management of the Registrant did not
consult with KPMG regarding the application of accounting principles or related
to the type of audit opinion that might be rendered.

         During the fiscal years ended December 31, 1999 and 1998, there were no
disagreements with E&Y on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedure which would have
caused E&Y to make reference in their report to such disagreements if not
resolved to their satisfaction.

         E&Y's reports on the financial statements for the years ended December
31, 1999 and 1998, contained no adverse opinion or disclaimer of opinion and
were not modified as to uncertainty, audit scope or accounting principles.

         The press release announcing the engagement of KPMG as the Registrant's
new auditors is attached hereto as Exhibit 99.1.


Item 7.  Financial Statements and Exhibits.

         (c) Exhibits

             99.1 Press Release, dated April 24, 2000






<PAGE>   3
                                   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.


                                           HYSEQ, INC.

                                           /s/ Mark E. Gitter
                                           -------------------------------
                                           Name: Mark E. Gitter
                                           Title: Chief Financial Officer
Date: April 21, 2000



<PAGE>   4
                                 EXHIBIT INDEX



   Exhibit  No.           Description of Exhibit

       99.1               Press Release, dated April 24, 2000




<PAGE>   1
                                                                    Exhibit 99.1



CONTACT:
Dawn Nakao
Investor Relations Manager
Hyseq, Inc.
408-524-8100

Lee Stern (Investors)
The Trout Group
212-477-9007

FOR IMMEDIATE RELEASE


             HYSEQ ANNOUNCES ENGAGEMENT OF KPMG AS NEW AUDITORS

SUNNYVALE, Calif., April 24, 2000 /PRNewswire/ -- Hyseq, Inc. (Nasdaq: HYSQ)
announced today the engagement of KPMG LLP as its new independent auditors.
"We are pleased to continue the longstanding relationship and excellent service
that Dr. Rathmann, Chairman of Hyseq, enjoyed with KPMG while he was Chairman
of ICOS Corporation," said Lewis S. Gruber, President and Chief Executive
Officer of Hyseq.  The Company expects a smooth transition to the new auditors.
KPMG will be in place to review the Company's first quarter 2000 financial
statements.  Due to the timing of the engagement, Hyseq expects to announce its
earnings for the first quarter of 2000 on Thursday, May 4, 2000.  The call-in
number for a conference call to discuss first quarter earnings will be
announced later this week.

"Since joining us two months ago, Dr. Rathmann has been instrumental in helping
us as we continue to shift out of our gene discovery stage and into development
of product candidates such as our IL-1Hy and CD39 product candidates," Mr.
Gruber continued.  "We are finishing our complete sequencing of novel genes
with potential commercial value, having announced earlier this year that we had
over 5,000 completely sequenced genes.  Out of this reservoir, we expect to
continue growing our biopharmaceutical pipeline," he added.

Hyseq is researching and developing biopharmaceuticals to treat acute and
chronic diseases. Hyseq uses its high-throughput proprietary technology for
discovering and developing therapeutic product candidates and for
pharmacogenomic and polymorphism analysis.  Hyseq has collaborations for
gene-based products and for commercializing its HyChip(TM) biochip. Information
about Hyseq is available at www.hyseq.com or by phoning 408-524-8100.  Hyseq's
wholly-owned subsidiary, GeneSolutions Inc., offers genomic resources to
pharmaceutical and biomedical researchers on the Internet at
www.genesolutions.com.

Statements included in this press release which are not historical in nature,
are intended to be, and are hereby identified as "forward-looking statements"
for purposes of the safe harbor provided by the Private Securities Litigation
Act of 1995.  Forward-looking statements may be identified by words including
"anticipate," "believe" "intends," "estimates," "expect" and similar
expressions.  The Company cautions readers that forward-looking statements,
including without limitation, those relating to the Company's future business
prospects are subject to certain risks and uncertainties that could cause
actual results to differ materially from those indicated in the forward-looking
statements.  For a discussion of factors that may cause results to differ, see
the Company's reports filed with the SEC, including its Annual Report on Form
10-K for the year ended December 31, 1999.  Hyseq disclaims any intent or
obligation to update these forward-looking statements.





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