SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 25, 1996
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Palatin Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-22686 95-4078884
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(Commission File Number) (IRS Employer Identification Number)
214 Carnegie Center - Suite 100, Princeton, New Jersey 08540
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609) 520-1911
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Interfilm, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
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AMENDMENT TO CURRENT REPORT ON FORM 8-K FILED JULY 10, 1996
This amendment to the registrant's Current Report on Form 8-K, filed
on July 10, 1996 (the "Original Report"), is being filed (i) to clarify the
disclosure included in Item 4 of the Original Report with respect to the
registrant's change of accountant, (ii) to file, as Exhibit 16.1 to Item 7
of this report, a letter from Deloitte & Touche LLP, the registrant's former
independent accountant, stating that it agrees with the statements made by
the registrant in Item 4 of this report and (iii) to file, as Exhibit 16.2
to Item 7 of this report, a letter from Arthur Andersen LLP, the registrant's
newly engaged independent accountant, stating that it agrees with the statements
made by the registrant in Item 4 of this report.
ITEM 4. Change in Registrant's Certifying Accountant.
As of July 9, 1996, as a result of the change of control of the
registrant noted above, Deloitte & Touche LLP, the Registrant's independent
accountant which was engaged as the principal accountant to audit the
registrant's financial statements, has been dismissed. The registrant, after
consultation with Arthur Andersen LLP, engaged Arthur Andersen LLP as of July
9, 1996 as the principal accountant to audit the registrant's consolidated
financial statements on a going-forward basis. Arthur Andersen LLP has been
RhoMed's independent accountant.
RhoMed, prior to the Effective Time of merger, consulted Arthur
Andersen LLP regarding the application of accounting principles to the
proposed merger and the Plan of Merger. The primary issue that was the subject
of these consultations was characterization of the proposed merger for
accounting purposes. RhoMed was orally advised by Arthur Andersen LLP that the
merger would be treated as a recapitalization of RhoMed with RhoMed as the
acquirer (reverse acquisition), and that the proposed merger would not
constitute a business combination. The former accountant, Deloitte & Touche
LLP, was not consulted by the registrant regarding any such issues.
The decision to change accountants was recommended and approved by
the registrant's Board of Directors following the change of control of the
registrant based upon the registrant's need for one independent accountant to
be responsible for the consolidated financial statements of the registrant
following the merger. During the registrant's fiscal years ended December 31,
1995 and 1994, there were no disagreements between the registrant and Deloitte
& Touche LLP, the registrant's former independent accountant, on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure. Further, during the registrant's fiscal years
ended December 31,
2
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1995 and 1994, respectively, Deloitte & Touche LLP's opinion with respect to
the registrant's financial statements was qualified as to the registrant's
ability to continue as a going concern.
3
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
Exhibit 16.1 Letter, dated July 19,1996, from Deloitte & Touche LLP,
the registrant's former independent accountant,
regarding its concurrence with the statements made by
the registrant in Item 4 of this report.
Exhibit 16.2 Letter, dated July 22,1996, from Arthur Andersen LLP,
the registrant's newly engaged independent accountant,
regarding its concurrence with the statements made by
the registrant in Item 4 of this report.
4
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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.
PALATIN TECHNOLOGIES, INC.
By /s/ John J. McDonough
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Name: John J. McDonough
Title: Vice President and
Chief Financial Officer
Date: July 23, 1996
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[DELOITTE & TOUCHE LLP LETTERHEAD]
July 19, 1996
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4 of Form 8-K/A of InterFilm, Inc. dated June 25th, 1996, and
have the following comments:
1. With respect to paragraph one we agree with the comments made.
2. With respect to paragraph two we agree with the last sentence. We have no
basis to agree or disagree with the rest of the paragraph.
3. With respect to paragraph three we have no basis to agree or disagree with
the comments in the first sentence. We agree with the comments in the
second sentence.
Your truly,
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
[ARTHUR ANDERSEN LOGO]
July 22, 1996
Arthur Andersen LLP
Gopel R. Dharia Suite 400
Senior Staff Accountant 6501 Americas Parkway NE
Securities and Exchange Commission Albuquerque NM 87110-5372
Washington, D.C. 20549 505 889-4700
Dear Gopal Dharia:
We have read Item 4 included in the attached Form 8-K/A dated June 25, 1996 of
Interfilm, Inc. to be filed with the Securities and Exchange Commission and are
in agreement with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
By /s/ Bradley J. Preber
Bradley J. Preber
