SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 2
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 15, 2000
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)
350 South Main Street, Suite 307
Doylestown, Pennsylvania 18901
(Address of principal executive offices)
(215) 340-4699
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
This Amendment No. 2 (the "Amendment") to the Current Report of
Discovery Laboratories, Inc. (the "Registrant"), on Form 8-K dated December 15,
2000 (the "Current Report"), relates to a change in the Registrant's certifying
accountant. The purpose of this Amendment is to amend Exhibit 16.1 to the
Current Report.
Item 4. Changes in Registrant's Certifying Accountant
On December 15, 2000, the Audit Committee of the Registrant's Board
of Directors elected to dismiss Richard A. Eisner & Co., LLP ("RAE"), as the
Registrant's independent public accountants.
To the knowledge of the Registrant's current Board of Directors,
RAE's report on the financial statements of the Registrant for each of the
Registrant's two most recent fiscal years ended December 31, 1999, did not
contain any adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
During the Registrant's two most recent fiscal years ended December
31, 1999, and through the subsequent interim period through December 15, 2000,
to the knowledge of the Registrant's current Board of Directors, there were no
disagreements with RAE 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 RAE, would have caused RAE
to make reference to the subject matter of the disagreements in connection with
their report with respect to financial statements of the Registrant.
To the knowledge of the Registrant's current Board of Directors,
during the Registrant's two most recent fiscal years ended December 31, 1999,
and through the subsequent interim period through December 15, 2000, there was
no disagreement or difference of opinion with RAE regarding any "reportable
event," as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Registrant has authorized RAE to respond fully to the inquiries
of the Registrant's successor accountant and has requested that RAE provide the
Registrant with a letter addressed to the SEC, as required by Item 304(a)(3) of
Regulation S-K, so that Registrant can file such letter with the SEC.
The Registrant has engaged Ernst & Young, LLP ("E&Y") as its new
independent accountants as of December 21, 2000. Prior to the engagement of E&Y,
the Company did not consult with such firm regarding the application of
accounting principles to a specific completed or contemplated transaction, or
any matter that was either the subject of a disagreement or a reportable event.
The Company also did not consult with E&Y regarding the type of audit opinion
which might be rendered on the Company's financial statements and no oral or
written report was provided by E&Y.
Item 7. Financial Statements and Exhibits
Exhibit No. 16.1 Letter of Richard A. Eisner, LLP, dated January 9, 2001
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.
Discovery Laboratories, Inc.
By: /s/ Robert J. Capetola, Ph.D.
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Name: Robert J. Capetola, Ph.D.
Title: President and Chief Executive
Officer
Date: January 9, 2001
Exhibit No. 16.1
Richard A. Eisner & Company, LLP
Accountants and Consultants
575 Madison Avenue
New York, NY 10022-2597
Tel 212.355.1700 Fax 212.355.2414
www.eisnerllp.com
January 9, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Discovery Laboratories, Inc.
We have obtained a copy of Form 8-K (Amendment No. 2) dated December 15, 2000,
of Discovery Laboratories, Inc., which Current Report, includes an Item 4,
changes in Registrant's Certifying Accountant.
We agree with the statements in Item 4 concerning our firm.
Very truly yours,
/s/ Richard A. Eisner & Company, LLP
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Richard A. Eisner & Company, LLP