| | | | | | | |
| | | Edward A. King | | Goodwin Procterllp |
| | | 617.570.1346 | | Counsellors at Law |
| | | eking@goodwinprocter.com | | Exchange Place |
| | | | | | | Boston, MA 02109 |
| | | | | | | T: 617.570.1000 |
| | | | | | | F: 617.523.1231 |
March 7, 2007
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4561
Attention: Dana M. Hartz
| | | |
Re: | | EPIX Pharmaceuticals, Inc. |
| | | Form 8-K |
| | | Filed February 26, 2007 |
| | | File No. 000-21863 |
Ladies and Gentlemen:
This letter is being furnished on behalf of EPIX Pharmaceuticals, Inc. (the “Company”) in response to comments contained in the letter dated March 1, 2007 (the “Letter”) from Dana M. Hartz of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Kim C. Drapkin, Chief Financial Officer of the Company, with respect to the Current Report on Form 8-K that was filed with the Commission on February 26, 2007. The amendment to the Current Report on Form 8-K is being filed on behalf of the Company with the Commission as of March 7, 2007.
The responses set forth below have been organized in the same manner in which the Commission’s comments were organized. Copies of this letter are being sent under separate cover to Dana M. Hartz of the Commission.
Item 4.02 Form 8-K
| 1. | | Please revise your disclosure to clarify which prior periods you plan on restating and which financial reports you will be amending. |
RESPONSE: In response to the Staff’s comment, the Company has amended its 8-K by deleting the second paragraph under Item 4.02 and replacing it with the following:
| | | Accordingly, upon the recommendation of management and the Audit Committee and after discussion with Ernst & Young LLP, the Company has concluded that the Company’s previously issued financial statements for the fiscal years 2003, 2004 and 2005, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, the Quarterly Reports on Form 10-Q filed with respect to each of those fiscal years and the financial statements included in the Company’s Quarterly Reports on Form 10-Q for the first three quarters of fiscal year 2006 and all earnings press releases and similar communications issued by the Company relating to such periods should no longer be relied upon and will be restated. In addition, the restatement will affect financial statements for prior fiscal years and, based on guidance recently issued by the Office of the Chief Accountant of the Securities and Exchange Commission, the Company will reflect those adjustments as part of the opening balances for the fiscal year ended December 31, 2002. The restated financial statements will be included in the Company’s Annual Report on Form NT10-K for the year ended December 31, 2006. |
| 2. | | Please provide us with an estimated time-frame as to when you intend to file the restated historical financial statements. |
RESPONSE: The Company respectfully advises the Staff that the Company’s 2006 annual report on Form 10-K will not be complete before March 16, 2007. Accordingly, the Company intends to file a Form 12b-25 with the Commission and will make every effort to file current and restated financial statements on Form NT10-K within the extension period provided by Form 12b-25.
* * *
If you require additional information, please telephone either Lawrence S. Wittenberg at (617) 570-1035 or the undersigned at (617) 570-1346.
| | | | | |
| | Sincerely,
| |
| | /s/ Edward A. King
| |
| | Edward A. King | |
| | | |
| |
| cc: | | Kim C. Drapkin
Lawrence S. Wittenberg, Esq.
Christopher J. Denn, Esq. |
2
