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): APRIL 26, 2002
CURIS, INC.
(Exact Name of Registrant as Specified in its Charter)
COMMISSION FILE NUMBER: 000-30347
DELAWARE 04-3505116
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
61 MOULTON STREET, CAMBRIDGE, MA 02138
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (617) 503-6500
N/A
Former Name or Former Address, if Changed Since Last Report
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 26, 2002, Curis, Inc. (the "Company") dismissed its independent
auditors, Arthur Andersen LLP ("Arthur Andersen") and engaged the services of
PricewaterhouseCoopers LLP ("PWC") 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, and
were approved by the Company's Board of Directors upon the recommendation of its
Audit Committee. PWC will, subject to stockholder ratification at the Company's
upcoming annual meeting of stockholders scheduled for June 12, 2002, audit the
Company's financial statements for the fiscal year ending December 31, 2002 and
will perform all quarterly reviews for fiscal 2002.
During the two most recent fiscal years ended December 31, 2001, and the
subsequent interim period through April 26, 2002, there were no disagreements
between the Company and Arthur Andersen on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to Arthur Andersen's satisfaction, would
have caused Arthur 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 April 26, 2002.
None of the audit reports of Arthur 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 Arthur Andersen to the Securities and Exchange Commission is
attached hereto as Exhibit 16.1.
During the two most recent fiscal years ended December 31, 2001, and the
subsequent interim period through April 26, 2002, the Company did not consult
with PWC 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 events set forth in Item 304(a)(2)(i) and (ii) of Regulation
S-K, except that PWC was previously engaged by Ontogeny, Inc. ("Ontogeny") as
the principal auditors of Ontogeny's financial statements. In connection
therewith, PWC provided the Company with an opinion regarding Ontogeny's
financial statements, which was included in the Company's Registration Statement
on Form S-4 filed in connection with the merger of Creative BioMolecules, Inc.,
Ontogeny and Reprogenesis, Inc. with and into the Company.
2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
------- -----------
16.1 Letter, dated April 30, 2002, from Arthur
Andersen LLP to the Securities and Exchange
Commission.
3
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 thereunto duly authorized.
CURIS, INC.
Date: April 30, 2002 By: /s/ Daniel R. Passeri
------------------------------------
Daniel R. Passeri
President and Chief Executive Officer
4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
16.1 Letter, dated April 30, 2002, from Arthur
Andersen LLP to the Securities and Exchange
Commission.
5