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 9, 2003
KENDLE INTERNATIONAL INC.
(Exact name of registrant as specified in charter)
OHIO 000-23019 31-1274091
(STATE OF OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION
No.)
441 VINE STREET, SUITE 1200, CINCINNATI, OH 45202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(513) 381-5500
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Effective June 9, 2003, Kendle International Inc. (the "Company")
dismissed PricewaterhouseCoopers LLP as the independent public
accountant to audit the Company's consolidated financial statements.
(b) Effective June 9, 2003, the Company engaged Deloitte & Touche LLP as
its independent public accountants. Following a review of the
Company's accounting services in recent years, the Board of Directors
initiated a process to solicit bids from Deloitte & Touche LLP, Ernst
& Young LLP, KPMG LLP, and PricewaterhouseCoopers LLP and received
bids from all four firms. The Audit Committee of the Board of
Directors, after reviewing audit proposals from all four firms,
selected Deloitte & Touche LLP as the Company's independent public
accountants to replace PricewaterhouseCoopers LLP, effective June 9,
2003.
(c) PricewaterhouseCoopers LLP's report on the Company's financial
statements for each of the last two years did not contain an adverse
opinion or a disclaimer of opinion, nor was it qualified or modified
as to uncertainty, audit scope or accounting principles. During the
Company's two most recent fiscal years and the subsequent interim
period through June 9, 2003, there were no disagreements between the
Company and PricewaterhouseCoopers LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the
satisfaction of
PricewaterhouseCoopers LLP, would have caused them to make a
reference to the subject matter of the disagreement(s) in connection
with its report. The Company has authorized PricewaterhouseCoopers
LLP to respond fully to any inquiries by Deloitte & Touche LLP.
(d) No reportable events of the type described under Item 304(a)(1)(v) of
Regulation S-K occurred during the years ended December 31, 2002 and
2001 and the subsequent interim period through June 9, 2003.
(e) The Company provided PricewaterhouseCoopers LLP with a copy of this
Form 8-k prior to its filing with the Securities and Exchange
Commission. Attached hereto as Exhibit 16 is a letter from
PricewaterhouseCoopers LLP addressed to the Securities and Exchange
Commission pursuant to Regulation S-K, Item 304(a)(3), which letter
states PricewaterhouseCoopers LLP's agreement with the above
statements.
(f) During the two most recent fiscal years and during the interim period
prior to engaging Deloitte & Touche LLP, neither the Company nor
anyone on its behalf consulted Deloitte & Touche LLP regarding either:
(a) 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 financial statements,
and no written report or oral advice was provided to the Company that
Deloitte & Touche LLP concluded was an important factor considered by
the Company in reaching a decision as to an accounting, auditing or
financial reporting issue; or (b) any matter that was the subject of
either a disagreement or a reportable event.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
----------- -----------------------------------------------------
16 Letter from PricewaterhouseCoopers LLP to the Securities
and Exchange Commission, dated June 13, 2003, regarding its
agreement with the statements made in the current report on
Form 8-K.
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.
Kendle International Inc.
Date: June 13, 2003 By: /s/ Karl Brenkert III
-----------------------------
Karl Brenkert III
Senior Vice President -
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
- -------------- ---------------------------------------------------
16 Letter from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission, dated June 13,
2003, regarding its agreement with the statements
made in the Current Report on Form 8-K.