UNITED STATES
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): July 31, 2002
Shire Pharmaceuticals Group plc
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(Exact name of registrant as specified in its charter)
England and Wales
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(State or other jurisdiction of incorporation)
0-29630 98-0359573
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(Commission File Number) (IRS Employer Identification No.)
Hampshire International Business Park, Chineham, Basingstoke,
Hampshire RG24 8EP England
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 44 1256 894 000
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
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On July 31, 2002, Arthur Andersen ("Arthur Andersen") informed Shire
Pharmaceuticals Group plc (the "Registrant") that it would no longer be able to
serve as the Registrant's independent auditors, and submitted its letter of
resignation to the Registrant which was accepted by the Registrant. The Board of
Directors of the Registrant, upon the recommendation of its Audit Committee,
subsequently engaged the services of Deloitte & Touche ("Deloitte & Touche") as
the Registrant's new independent auditors. The change in auditors became
effective July 31, 2002.
The audit reports of Arthur Andersen on the consolidated financial
statements of the Registrant as of and for the fiscal years ended December 31,
2001 and 2000 did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Registrant's two most recent fiscal years ended December 31,
2001, and through the date of this Form 8-K, there were no disagreements between
the Registrant and Arthur Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
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 on the Registrant's consolidated financial
statements for such years.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred during the Registrant's two most recent fiscal years
ended December 31, 2001, or through the date of this Form 8-K.
The Registrant provided Arthur Andersen with a copy of the foregoing
disclosures and requested that Arthur Andersen furnish the Registrant with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements and, in response to the Registrant's request,
Arthur Andersen has delivered a letter to the Securities and Exchange
Commission, dated July 31, 2002, a copy of which is attached as Exhibit 16.1 to
this Form 8-K.
During the Registrant's two most recent fiscal years ended December 31,
2001, and through the date of this Form 8-K, the Registrant did not consult
Deloitte & Touche with respect to any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.
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Item 7. Financial Statements and Exhibits
(c) Exhibits. The following exhibit is filed herewith:
16.1 Letter from Arthur Andersen regarding change in certifying
accountant.
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SIGNATURE
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.
Dated: July 31, 2002 SHIRE PHARMACEUTICALS GROUP PLC
By: /s/ Angus C. Russell
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Name: Angus Charles Russell
Title: Group Finance Director
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EXHIBIT INDEX
Number Description
16.1 Letter from Arthur Andersen regarding change in certifying accountant.
Exhibit 16.1
31 July 2002
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
USA
Dear Sir:
We have read the paragraphs of Item 4 included in the Form 8-K dated July 31
2002 of Shire Pharmaceuticals Group plc filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.
Yours faithfully,
/s/ Arthur Andersen
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