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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
July 3, 1996
Date of Report (Date of earliest event reported)
Vyrex Corporation
(Exact name of registrant as specified in its charter.)
<TABLE>
<S> <C> <C>
Nevada 000-27866 88-0271109
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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2159 Avenida de la Playa, La Jolla, California 92037
(Address of Principal Executive Offices) (Zip Code)
(619) 454-4446
(Registrant's Telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) (1) (i) The Registrant dismissed the accounting firm of J. H. Cohn
LLP, formerly J. H. Cohn & Company ("J. H. Cohn"), on July 3, 1996. J. H. Cohn
was previously engaged as the principal accountant to audit the
Registrant's financial statements.
(ii) There have been no adverse opinions, disclaimers of
opinion or qualifications or modifications as to uncertainty, audit scope or
accounting principles regarding the reports of J. H. Cohn on the Registrant's
financial statements within the two most recent fiscal years or the subsequent
interim period, except for that the auditors report on the financial statements
at and for the year ended December 31, 1995 contained an explanatory paragraph
regarding the Registrant's ability to continue as a going concern.
(iii) The decision to change accountants was recommended by
the Board of Directors of the Registrant . The Registrant does not have an
audit committee.
(iv) There were no disagreements with J. H. Cohn on any
matter of accounting principles or practice, financial statement disclosure or
auditing scope or procedure within the two most recent fiscal years and the
subsequent interim period preceding its dismissal.
(v) The term "Disagreements" as used in this 8-K shall be
interpreted broadly, to include any difference of opinion concerning any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which (if not resolved to the satisfaction of the
former accountant) would have caused it to make reference to the subject matter
of the disagreement in connection
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with its report. It is not necessary for there to have been an argument to
have had a disagreement, merely a difference of opinion. For purposes of this
8-K, however, the term disagreements does not include initial differences of
opinion based on incomplete facts or preliminary information that was later
resolved to the former accountant's satisfaction by, and providing the
Registrant and the accountant do not continue to have a difference of opinion
upon, obtaining additional relevant facts or information.
(vi) During the two most recent fiscal years and the
subsequent interim period preceding J. H. Cohn's dismissal, there were no
"Reportable Events" as set forth in Item 304 (a) (1) (v) of Regulation S - K.
2. The Registrant engaged the accounting firm on Ernst & Young on July 9,
1996, as the principal accountant to audit the Registrant's financial
statements. Neither the Registrant nor someone acting on its behalf has
consulted Ernst & Young during the Registrant's two most recent fiscal years
and any subsequent interim period prior to engaging them regarding the:
(i) 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, and neither a
written report was provided to the Registrant nor was any oral advice provided
that Ernst & Young concluded was an important factor considered by the
Registrant in reaching a decision as to the accounting, auditing or financial
reporting issue, or
(ii) any matter that was either the subject of a disagreement
as defined above in Section (a)(1)(iv) of this Form 8-K, or a Reportable Event
as defined above in this Form 8-K.
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3. The Registrant has requested J. H. Cohn to furnish the Registrant with
a letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made by the Registrant above, and if not, to state
the respects in which it does not agree. The Registrant shall provide J. H.
Cohn with a copy of this Form 8-K no later than the day this Form 8-K is filed
with the Securities and Exchange Commission. The Registrant shall file J. H.
Cohn's letter as an exhibit in this Form 8-K. If J. H. Cohn is unavailable at
the time of filing this 8-K, the Registrant will request J. H. Cohn to provide
the letter as promptly as possible so that the Registrant can file the letter
with the SEC within ten (10) business days after the filing of this Form 8-K.
(A copy of the letter from J. H. Cohn will be filed as Exhibit "16" to this
Form 8-K.)
ITEM 7. EXHIBITS
Exhibit 16 - Letter from J. H. Cohn & Company to SEC re 8-K statements.
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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.
Vyrex Corporation
a Nevada corporation
DATE: July 9, 1996 By: /s/ Carl M. Lewis
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Carl M. Lewis, General Counsel, Secretary
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EXHIBIT 16
July 9, 1996
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC 20549
RE: Vyrex Corporation (File No. 0-27866)
Gentlemen:
We were previously the principal accountants for Vyrex Corporation (the
"Company"), and on February 9, 1996, we reported on the financial statements of
the Company as of December 31, 1995, and for the years ended December 31, 1995
and 1994. On July 3, 1996, we were informed that we were dismissed as the
principal accountants for the Company. We have read the Company's statements
included pursuant to Item 4 in its Form 8-K Current Report dated July 3, 1996.
At the request of the Company, we hereby state that we agree with the
statements included in sections (a)(1)(ii), (a)(1)(iv) and (a)(1)(vi) thereof
that relate to our firm.
Very truly yours,
/s/
J. H. Cohn LLP
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