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):
JANUARY 24, 2006
MACROCHEM CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-13634 04 2744744
(State or other jurisdiction of (Commission file number) (IRS employer
incorporation or organization) identification
number)
110 HARTWELL AVENUE, LEXINGTON, MASSACHUSETTS 02421-3134
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 862-4003
N/A
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
__ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
__ Soliciting material pursuant to rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
__ Pre-commencement communications pursuant to rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On January 24, 2006, our independent registered public accounting firm Deloitte
& Touche LLP ("Deloitte") resigned.
Deloitte's report relating to the financial statements of the Company for the
year ended December 31, 2004 did not contain an adverse opinion or a disclaimer
of opinion, and was not qualified or modified as to audit scope or
accounting principles, except the report contained an explanatory paragraph
relating to the Company's ability to continue as a going concern. Deloitte's
report relating to the financial statements of the Company for the year ended
December 31, 2003 did not contain an adverse opinion or a disclaimer of opinion,
and was not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Company's fiscal years ended December 31, 2003 and December 31, 2004,
and through January 24, 2006, the date which Deloitte resigned, the Company had
no disagreement with Deloitte on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Deloitte's satisfaction, would have caused Deloitte to
make reference to the subject matter of the disagreement in connection with its
reports for such periods. During the Company's fiscal years ended December 31,
2003 and December 31, 2004, and through January 24, 2006, there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Deloitte with a copy of the foregoing disclosure and
has requested that Deloitte furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether or not it disagrees with the
above statements. A copy of the letter from Deloitte, dated January 27, 2006,
is attached as Exhibit 16.1 to this Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
16.1 Letter from Deloitte & Touche LLP to the Securities and
Exchange Commission.
SIGNATURE
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.
MACROCHEM CORPORATION
Dated: January 30, 2006 By: /S/ BERNARD R. PATRIACCA
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Name: Bernard R. Patriacca
Title: Vice President and Chief Financial
Officer
EXHIBIT INDEX
The following exhibits are filed herewith:
16.1 Letter from Deloitte & Touche LLP to the Securities and
Exchange Commission.