SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) FEBRUARY 15, 2000
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SHAMAN PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-21022 94-3095806
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
213 EAST GRAND AVE., SOUTH SAN FRANCISCO, CALIFORNIA 94080
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 952-7070
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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 February 15, 2000, Ernst & Young LLP was dismissed as the Registrant's
independent auditors.
(ii) The reports of Ernst & Young on the financial statements for December 31,
1998 and 1997 (the two most recent audited fiscal years) contained no
adverse opinion or disclaimer of opinion. The report of Ernst & Young for
the year ended December 31, 1998 contains an explanatory paragraph with
respect to the Company's ability to continue as a going concern as
mentioned in Note 1 of the notes to the financial statements.
(iii) The Registrant's Board of Directors participated in and approved the
decision to hire new independent accountants.
(iv) In connection with its audits for December 31, 1998 and 1997 (the two most
recent audited fiscal years) and subsequent interim periods through
February 15, 2000, there have been no disagreements with Ernst & Young 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 Ernst & Young would have caused them to
make reference thereto in their report on the financial statements for
such years.
(v) During December 31, 1998 and 1997 (the two most recent audited fiscal
years) and subsequent interim periods through February 15, 2000, there
have been no reportable events (as defined in Regulation S-K Item 304 (a)
(l)(iv).
(vi) The Registrant has furnished Ernst & Young with a copy of the disclosure
made herein and has requested that Ernst & Young furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated February 18, 2000, is filed as
Exhibit 16 to this Form 8-K.
(b) New independent accountants
The Registrant has elected BDO Seidman, LLP as its new independent
accountants as of February 15, 2000. During the two most recent fiscal
years and through February 15, 2000, the Registrant has not consulted with
BDO Seidman, LLP regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed; or
the type of audit opinion that might be rendered on the Registrant's
financial statements, and either a written report was provided to the
Registrant or oral advice was provided that BDO Seidman, LLP concluded was
an important factor considered by the Registrant in reaching a decision as
to the accounting, auditing or financial reporting issued; or (ii) any
matter that was either the subject of a disagreement, as that term is
defined in Item 304 (a)(I)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a reportable event, as that
term is defined in Item 304 (a)(l)(iv) of Regulation S-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBIT INDEX
Exhibit
Number Description
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16 Letter from Ernst & Young LLP, former independent auditors,
regarding its concurrence or disagreement with the
statements made in this report.
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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 thereunto duly authorized.
SHAMAN PHARMACEUTICALS, INC.
DATE: March 3, 2000 By: /s/ Lisa A. Conte
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Lisa A. Conte
President and Chief Executive Officer
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EXHIBIT 16
March 3, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Amendment No. 1 to Form 8-K dated February 15, 2000,
of Shaman Pharmaceuticals, Inc. and are in agreement with the statements
contained in paragraphs (a)(i), (a)(ii), (a)(iv), and (a)(v) and the first
sentence of (a)(vi)of Item 4. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/ Ernst & Young LLP