UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 11, 2006
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POLYDEX PHARMACEUTICALS LIMITED
(Exact name of registrant as specified in its charter)
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Commonwealth of the Bahamas 1-8366 None
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
421 Comstock Road
Toronto, Ontario, Canada M1L 2H5
(Address of principal executive offices) (Zip Code)
(416) 755-2231
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01. Changes in Registrant's Certifying Accountant.
(a) On January 11, 2006, Polydex Pharmaceuticals Limited (the "Company")
was informed that its independent registered accounting firm, Sloan Partners
LLP, is in the process of merging its reporting issuer audit practice into
Schwartz Levitsky Feldman LLP, a registered accounting firm having its principal
office in Toronto, Ontario, Canada. The relationship of the Company with Sloan
Partners LLP has consequently been terminated due to this merger. This
termination did not involve a dispute between the Company and Sloan Partners LLP
over accounting policies or practices.
The independent audit report of the Company's independent registered
accounting firm on the consolidated financial statements of the Company as of
and for the fiscal years ended January 31, 2005 and 2004 did not contain any
adverse or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. During the two fiscal years
ended January 31, 2005 and during the interim period from that date to January
11, 2006, there were no disagreements with the Company's independent registered
accounting firm on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of the Company's independent registered accounting
firm, would have caused the Company's independent registered accounting firm to
make reference to the subject matter of the disagreements in connection with its
report. No reportable events described under Item 304(a)(1)(v) of Regulation S-K
occurred within the two fiscal years ended January 31, 2005 and during the
period from that date to January 11, 2006.
Sloan Partners LLP has reviewed the preceding statements, and a copy
of the response of Sloan Partners LLP is attached as Exhibit 99.1 to this Form
8-K.
(b) Effective January 11, 2006, the Company, upon the recommendation of
the Audit Committee of its Board of Directors, has engaged Schwartz Levitsky
Feldman LLP as its independent registered accounting firm to audit the Company's
financial statements. In the two fiscal years ended January 31, 2005 and during
the interim period from that date to January 11, 2006, the Company did not
consult Schwartz Levitsky Feldman LLP on any matter.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Response of Sloan Partners LLP
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.
Dated: January 17, 2006
POLYDEX PHARMACEUTICALS LIMITED
By: /s/ George G. Usher
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George G. Usher
Chairman, President and
Chief Executive Officer
Exhibit Index
Exhibit No. Description
99.1 Response of Sloan Partners LLP