UNITED STATES
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): October 22, 2002
IMMUNOMEDICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-12104 61-1009366
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
300 American Road, Morris Plains, New Jersey 07950
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (973) 605-8200
Not applicable
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
As of October 22, 2002, the Board of Directors of Immunomedics, Inc., a
Delaware corporation (the "Company"), terminated KPMG LLP ("KPMG") as the
Company's independent accountants, and approved the engagement of Ernst & Young
LLP ("Ernst & Young") as the Company's independent accountants for the fiscal
year ending June 30, 2003. Consistent with the policy of the Company's Board of
Directors to consider a change in accounting firms from time to time, after ten
years with KPMG the Company's Audit Committee determined it was an appropriate
time to make a change. Following a review of the available alternatives with the
Company's senior management, the Audit Committee resolved to recommend to the
entire Board of Directors that the Company engage Ernst & Young. The Board of
Directors then unanimously approved the recommendation.
The audit reports of KPMG on the Company's consolidated financial
statements as of and for the fiscal years ended June 30, 2002 and 2001 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.
During the Company's fiscal years ended June 30, 2002 and 2001, and the
subsequent interim period through October 22, 2002, there were no disagreements
between the Company and KPMG concerning any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of KPMG, would have caused it
to make reference to the subject matter of the disagreements in connection with
its reports.
The Company did not consult with Ernst & Young during its fiscal years
ended June 30, 2002 and 2001 on the application of accounting principles to a
specified transaction, the type of opinion that might be rendered on the
Company's financial statements, any accounting, auditing or financial reporting
issue, or any item that was either the subject of a disagreement or a reportable
event as defined in Item 304 of Regulation S-K.
The Company has provided KPMG with a copy of the disclosures contained in
this filing and has included as an exhibit hereto the response of KPMG to the
disclosures set forth herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter of KPMG LLP, dated October 25, 2002, pursuant to Section
304(a)(3) of Regulation S-K of the rules and regulations of the
Securities and Exchange Commission.
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.
IMMUNOMEDICS, INC.
Date: October 25, 2002 /s/ GERARD G. GORMAN
---------------------------
Gerard G. Gorman
Vice President Finance and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
16.1 Letter of KPMG LLP, dated October 25, 2002, pursuant to Section
304(a)(3) of Regulation S-K of the rules and regulations of the
Securities and Exchange Commission.
Exhibit 16.1
October 25, 2002
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Immunomedics, Inc. and, under the
date of August 9, 2002, we reported on the consolidated financial statements of
Immunomedics, Inc. as of and for the years ended June 30, 2002 and 2001. On
October 22, 2002, our appointment as principal accountants was terminated.
We have read Immunomedics, Inc.'s statements included under Item 4 of its Form
8-K dated October 25, 2002, and we agree with such statements, except that we
are not in a position to agree or disagree with the following:
i) All of the Company's statements in the first paragraph, except that we
agree that as of October 22, 2002, the Board of Directors of
Immunomedics, Inc., terminated KPMG LLP as the Company's independent
accountants, and
ii) The Company's statements in the fourth paragraph.
Very truly yours,
KPMG LLP