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: April 5, 2000
(Date of earliest event reported)
Biospherics Incorporated
(Exact name of registrant as specified in its charter)
Delaware 0-5576 52-0849320
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
12051 Indian Creek Court, Beltsville, Maryland 20705
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (301) 419-3900
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 April 5, 2000, PricewaterhouseCoopers LLP declined to
stand for re-election as the independent accountants for
Biospherics Incorporated (the "Company").
(ii) The reports of PricewaterhouseCoopers LLP on the financial
statements for the past two fiscal years contained no
adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principle.
(iii) In connection with its audits for the two most recent
fiscal years and through April 5, 2000, there have been
no disagreements with PricewaterhouseCoopers LLP on any
matter of accounting principles or practices, financial
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statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction
of PricewaterhouseCoopers LLP would have caused them to
make reference thereto in their report on the financial
statements for such years.
(iv) During the two most recent fiscal years and through
April 5, 2000, there have been no reportable events
(as defined in Regulation S-K Item 304(a)(1)(v)).
(v) The Company has requested that PricewaterhouseCoopers
LLP 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 April 12, 2000, is filed as
Exhibit 16 to this Form 8-K.
The Company has provided PWC with a copy of these disclosures and has
asked PWC to provide it with a letter addressed to the Securities and Exchange
Commission stating whether PWC agrees with the Company's statements and, if not,
stating the respects in which PWC does not agree. A copy of PWC's letter is
included as Exhibit 16 to this Form 8-K.
(b) The Company has not yet engaged a new independent accountant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
16 Letter from PricewaterhouseCoopers LLP regarding
change in certifying accountant, dated April 12,
2000, addressed to the Securities and Exchange
Commission, in compliance with Item 304 of
Regulation S-K.
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EXHIBIT INDEX
16 Letter from PricewaterhouseCoopers LLP regarding
change in certifying accountant, dated April 12,
2000.
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.
Biospherics Incorporated
By: /s/ GILBERT V. LEVIN
------------------------------------
Gilbert V. Levin
Chair, CEO, President & Treasurer
Date: April 12, 2000
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EXHIBIT 16
April 12, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Biospherics Incorporated (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report dated April 5, 2000. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP