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
January 16, 1998
Date of Report (Date of earliest event reported)
DISCOVERY LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-26422 94-3171943
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
509 Madison Avenue, 14th Floor
New York, New York 10022
(Address of principal executive offices)
(212) 223-9504
(Registrant's telephone number, including area code)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
On January 16, 1998, the Audit Committee of Discovery Laboratories,
Inc. (the "Company") retained Richard A. Eisner & Company, LLP ("RAE"), as the
independent accountants to audit the Company's financial statements for fiscal
year 1997. Prior to the merger of Discovery Laboratories, Inc., a former
Delaware corporation ("Old Discovery"), with and into the Company (the
"Merger"), which Merger became effective on November 25, 1997, RAE served as the
independent accountants for Old Discovery. In connection with the Merger, the
Company's executive offices and principal accounting functions were consolidated
with Old Discovery's and, accordingly, the Company has determined to maintain
the professional relationship established with RAE by Old Discovery. On Januray
16, 1998, the Company advised Ernst & Young, LLP ("Ernst & Young"), the
Company's previous independent accountants, that the Company would not be
retaining Ernst & Young to audit the Company's financial statements for fiscal
year 1997.
The Company believes that, with respect to the years ended December
31, 1995 and 1996, the Company did not have any disagreement on any matter of
accounting principals or practices, financial statement disclosure or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
Ernst & Young would have caused it to make reference in connection with its
report on the Company's financial statements to the subject matter of the
disagreement.
The 1995 and 1996 audit reports issued by Ernst & Young for the
Company did not contain an adverse opinion or a disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or accounting
principles. However, in reissuing its audit report on the Company's 1996
financial statements in connection with the filing by the Company of the
Company's registration statement on Form S-4 filed with the Securities and
Exchange Commission on August 25, 1997 (and the amendments thereto), Ernst &
Young added an explanatory paragraph to such report with respect to the ability
of the Company to continue as a going concern. During those years there were no
events described in Item 304(a)(1)(iv) (B) of Regulation S-B promulgated under
the Act.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits:
16.1 Letter on Change in Certifying Accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
DISCOVERY LABORATORIES, INC.
Date: January 16, 1998
By: /s/ James S. Kuo
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Name: James S. Kuo, M.D.
Title: Chief Executive Officer
<PAGE>
Exhibit Index
Exhibit
Number Description
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16.1 Letter on Change in Certifying Accountant
EXHIBIT 16.1
January 19, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated January 16, 1998, of Discovery
Laboratories, Inc. and are in agreement with the statements contained therein,
with the exception of the first sentence of the first paragraph on which we have
no basis to agree or disagree.
/s/ ERNST & YOUNG LLP
