SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 6, 2003
DEMEGEN, INC.
(Exact name of registrant as specified in this charter)
Colorado 0-25353 84-1065575
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1051 Brinton Road, Pittsburgh, PA 15221
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (412) 241-2150
ITEM 4 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Effective January 28, 2003, Ernst & Young LLP resigned as auditors of
Demegen, Inc. (Company).
The reports of Ernst & Young LLP on the Company's financial statements for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified. However, each of the audit reports included an
explanatory paragraph expressing substantial doubt concerning the Company's
ability to continue as a going concern.
In connection with the audits of the Company's financial statements for each of
the two fiscal years ended September 30, 2002, and in the subsequent interim
period ending January 28, 2003, there were no disagreements with Ernst & Young
LLP on any matter of accounting principle or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make
reference to the matter in its reports in the Company's financial statements for
such years.
The Company has provided Ernst & Young LLP with a copy of the foregoing
disclosures. The Company has requested Ernst & Young LLP to furnish it with a
letter addressed to the Commission stating whether it agrees with the above
statements. A copy of that letter, dated February 5, 2003 is filed as Exhibit 16
to this Form 8-K/A.
ITEM 7 - FINANCIAL STATEMENTS & EXHIBITS
(c) Exhibits
PAGES OF
SEQUENTIAL
EXHIBIT INDEX NUMBERING SYSTEM
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Exhibit 16 Letter from Ernst & Young LLP dated February 5, 2003
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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 thereunto duly authorized.
DEMEGEN, INC.
By /s/Richard D. Ekstrom
-----------------------------
Richard D. Ekstrom
Chairman of the Board of Directors,
President and Chief Executive Officer
Date: February 6, 2003
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