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): June 14, 2002
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Cell Pathways, Inc.
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(Exact Name of Registrant Specified in Charter)
Delaware 00024889 23-2969600
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
702 Electronic Drive
Horsham, PA. 19044
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 760-3800
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 14, 2002, the Board of Directors of Cell Pathways, Inc. (the
"Company"), ratified the action of the Audit Committee of the Board of Directors
of the Company to change the Company's independent public accountants from
Arthur Andersen LLP ("Andersen") to KPMG LLP ("KPMG"). KPMG has been engaged to
serve as the Company's independent public accountants for 2002.
Andersen's reports on the Company's consolidated financial statements
for the years ended December 31, 2001 and 2000 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.
During the years ended December 31, 2001 and 2000 and through the date
of this Form 8-K, there were no disagreements with Andersen on any matter of
accounting principle or practice, financial statement disclosure or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused Andersen to make reference to the subject matter in connection with its
report on the Company's consolidated financial statements for such years.
Additionally, there were no reportable events, as defined in Item 304(a)(1)(v)
of Regulation S-K, during these periods.
The Company provided Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16 is a letter from Andersen to the Securities and Exchange
Commission, dated June 17, 2002, stating its agreement with such statements.
During the years ended December 31, 2001 and 2000 and through the date
hereof, the Company did not consult KPMG with respect to 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 Company's
consolidated financial statements, or any other matters or reportable events set
forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit Number Exhibit Title
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16 Letter dated June 17, 2002 from Arthur Andersen LLP to
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.
CELL PATHWAYS, INC.
By: /s/ Robert J. Towarnicki
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Robert J. Towarnicki
President and Chief Executive Officer
Dated: June 18, 2002
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EXHIBIT INDEX
Exhibit Number Exhibit Title
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16 Letter dated June 17, 2002 from Arthur Andersen LLP to
Securities and Exchange Commission.
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