Form 8-K for PROTEIN POLYMER TECHNOLOGIES, INC., filed on April 27, 2001
===============================================================================
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
Date of Report (Date of earliest event reported): April 24, 2001
PROTEIN POLYMER TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-19724 33-0311631
- ------------------------------- ------------ -------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
10655 Sorrento Valley Road, San Diego, California 92121
- ------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 558-6064
------------------------
Not Applicable
--------------
(Former name or former address, if changed since last report)
================================================================================
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountants.
(i) On April 24, 2001, Ernst & Young LLP, which had been our
independent accountants since our inception in 1988, terminated its auditor
relationship with us and declined to stand for re-election as our
independent auditor.
(ii) Ernst & Young LLP's reports on our financial statements for the
last two fiscal years, ended December 31, 1999 and 2000, have not contained
an adverse opinion or disclaimer of opinion, nor have they contained any
modifications as to uncertainty (except that their report on the 2000
financial statements contained an uncertainty paragraph related to our
ability to continue as a going concern), scope or accounting principles.
(iii) During the last two fiscal years, ended December 31, 1999 and
2000, and since that date through the date hereof, there have been no
disagreements with Ernst & Young LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Ernst & Young LLP's satisfaction, would
have caused Ernst & Young LLP to make reference to the subject matter of
any such disagreements in connection with its reports.
(iv) The Audit Committee of our Board of Directors interviewed
Peterson & Company and recommended to our Board of Directors that Peterson
& Company be selected to replace Ernst & Young LLP, which selection was
approved by our Board of Directors.
(v) We provided to Ernst & Young LLP a copy of the disclosures made
under this Item 4 and requested Ernst & Young LLP to furnish a letter
addressed to the Securities and Exchange Commission stating whether or not
they agree with the above statements as set forth herein. Ernst & Young LLP
has provided such a letter, agreeing with the statements set forth herein.
Such letter is attached as Exhibit 16.1.
(b) New Independent Accountants.
(i) On April 24, 2001, we engaged the firm of Peterson & Company,
San Diego, California, as our independent auditors to audit our financial
statements for the fiscal year ending December 31, 2001.
(ii) We have not consulted with Peterson & Company during the two
years ended December 31, 2000, and during the subsequent period to the date
hereof, on either (a) the application of accounting principles, (b) the
type of opinion Peterson & Company might issue on our financial statements,
or (c) any other matter that was either the subject of any disagreement
between us and our former auditor or a reportable event as described in
Item 304(a)(1)(iv) of Regulation S-B promulgated under the Securities Act
of 1933, as amended.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Document
- -------------- -----------------------
16.1 Letter from Ernst & Young LLP dated April 27, 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.
Date: April 27, 2001 PROTEIN POLYMER TECHNOLOGIES, INC.
By: /s/ J. Thomas Parmeter
_______________________________
J. Thomas Parmeter
Chief Executive Officer
INDEX TO EXHIBITS
Exhibit Number Description of Document
- -------------- -----------------------
16.1 Letter from Ernst & Young LLP dated April 27, 2001.
EXHIBIT 16.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated April 24, 2001, of Protein Polymer
Technologies, Inc. and are in agreement with the statements contained in
paragraphs (i)-(v) of section (a)-Previous Independent Accountants on page 2
therein. We have no basis to agree or disagree with other statements of the
registrant contained therein.
/s/ Ernst & Young LLP
April 27, 2001
San Diego, California
