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): MAY 7, 2002
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EXACT SCIENCES CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-32179 02-0478229
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(Commission File Number) (IRS Employer Identification No.)
63 GREAT ROAD, MAYNARD, MASSACHUSETTS 01754
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (978) 897-2800
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 7, 2002, EXACT Sciences Corporation (the "Company") dismissed
its independent auditors, Arthur Andersen LLP ("Andersen") and engaged the
services of Ernst & Young LLP ("Ernst & Young") as its new independent auditors
effective immediately. These actions followed the Company's decision to seek
proposals from independent accountants to audit the Company's financial
statements for the fiscal year ending December 31, 2002. The decision to dismiss
Andersen and retain Ernst & Young was approved by the Company's Board of
Directors upon the recommendation of its Audit Committee.
During the two most recent fiscal years ended December 31, 2001, and
the subsequent interim period through May 7, 2002, there were no disagreements
between the Company and Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to Andersen's satisfaction, would have caused
Andersen to make reference to the subject matter of the disagreement in
connection with its reports.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the two most recent fiscal years ended December
31, 2001 or within the interim period through May 7, 2002.
None of the audit reports of Andersen on the Company's consolidated
financial statements as of and for the fiscal years ended December 31, 2000 and
December 31, 2001 contained an adverse opinion or a disclaimer of opinion nor
was any such audit report qualified or modified as to uncertainty, audit scope
or accounting principles.
A letter from Andersen to the Securities and Exchange Commission is
attached hereto as Exhibit 16.
During the two most recent fiscal years ended December 31, 2001, and
the subsequent interim period through May 7, 2002, the Company did not consult
with Ernst & Young regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
16 Letter dated May 14, 2002 from Arthur Andersen LLP to
Securities and Exchange Commission.
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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.
EXACT Sciences Corporation
May 14, 2002 By: /s/ JOHN A. MCCARTHY, JR.
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John A. McCarthy, Jr.
Executive Vice President, Chief
Operating Officer, Chief Financial
Officer and Treasurer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
16 Letter, dated May 14, 2002 from Arthur Andersen LLP to
Securities and Exchange Commission.
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