-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fv1MVkSIVXuvXlHA8gQHZDBjJiou8YhdFgaflb1PWtKBg27xP7h74//yne0CeUyj rmOVGMVXTfY/03Ab8rihaA== 0000922423-04-002085.txt : 20041223 0000922423-04-002085.hdr.sgml : 20041223 20041223150813 ACCESSION NUMBER: 0000922423-04-002085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041221 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041223 DATE AS OF CHANGE: 20041223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEPHROS INC CENTRAL INDEX KEY: 0001196298 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 133971809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32288 FILM NUMBER: 041224019 BUSINESS ADDRESS: STREET 1: 3960 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10032 BUSINESS PHONE: 2127815113 8-K 1 kl12054_8k.txt FORM 8-K CURRENT REPORT 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) December 21, 2004 ----------------- Nephros, Inc. ------------- (Exact Name of Registrant as Specified in Charter) Commission File Number: 001-32288 --------- Delaware 13-3971809 -------- ---------- (State or other Jurisdiction (I.R.S. Employer of Incorporation) Identification No.) 3960 Broadway, New York, New York 10032 --------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 781-5113 -------------- (Registrant's telephone number, including area code) Not Applicable -------------- (Former name or former address, if changed since last report) 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: [ ] 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. Change in Registrant's Certifying Accountant (a) On December 21, 2004, the Audit Committee of the Board of Directors of Nephros, Inc. (the "Company") dismissed Grant Thornton, LLP ("Grant Thornton") as the Company's registered independent public accounting firm and approved the engagement of Deloitte & Touche LLP ("Deloitte & Touche") as the Company's independent public accountants to audit the financial statements of the Company for the fiscal year ending December 31, 2004. Pursuant to the Company's Audit Committee Charter, the Audit Committee of the Company's Board of Directors has sole authority to terminate and to appoint the Company's independent auditors. Accordingly, the dismissal of Grant Thornton and the engagement of Deloitte & Touche were approved solely by the Audit Committee. Except as noted in the next sentence, the audit reports of Grant Thornton on the financial statements of the Company for the fiscal years ended December 31, 2003 and 2002 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. The report of Grant Thornton on the Company's financial statements for the fiscal years ended December 31, 2003 and 2002 included an explanatory paragraph that noted substantial doubt about the Company's ability to continue as a going concern. During the fiscal years ended December 31, 2003 and 2002 and through December 21, 2004, the Company had no disagreement with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Grant Thornton, would have caused it to make reference to the subject matter thereof in connection with its reports. During the years ended December 31, 2003 and 2002 and through December 21, 2004, there have been no events reportable pursuant to Item 304(a)(1)(iv)(B) of regulation S-B. The Company has provided a copy of the above disclosures to Grant Thornton and has requested that it furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of such letter, dated December 23, 2004, is filed as Exhibit 16.1 to this Form 8-K. (b) On December 23, 2004, the Audit Committee of the Board of Directors of the Company engaged the accounting firm of Deloitte & Touche as the Company's independent public accountants to audit the Company's financial statements for the fiscal year ending December 31, 2004. Pursuant to the Company's Audit Committee Charter, the decision to engage Deloitte & Touche was made solely by the Audit Committee of the Board of Directors of the Company. During the fiscal years ended December 31, 2003 and 2002 and through December 23, 2004, the Company did not consult with Deloitte & Touche regarding either the application of accounting principles to a specific completed or contemplated transaction or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue. During the Company's fiscal years ended December 31, 2003 and 2002 and through December 23, 2004, the Company did not consult with Deloitte & Touche regarding any matter that was the subject of a disagreement or event identified in response to Item 304(a)(1)(iv) of Regulation S-B. Item 8.01. Other Events. On December 23, 2004, Nephros, Inc. issued a press release announcing it has retained the services of Deloitte & Touche LLP as the Company's independent registered public accountants. A copy of this press release is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 16.1 Letter from Grant Thornton to the Securities and Exchange Commission, dated December 23, 2004 99.1 Press Release issued by Nephros, Inc. dated December 23, 2004 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. Date: December 23, 2004 NEPHROS, INC. By: /s/ Marc L. Panoff --------------------------------- Marc L. Panoff Chief Financial Officer (Principal Financial and Accounting Officer) EX-16 2 kl12054_ex16-1.txt EXHIBIT 16.1 LETTER Exhibit 16.1 December 23, 2004 Securities and Exchange Commission Office of the Chief Accountant 450 Fifth Street, NW Washington, D.C. 20549 Re: Nephros, Inc. File No. 001-32288 Dear Sir or Madamm: We have read Item 4.01(a) of Form 8-K of Nephros, Inc. dated December 23, 2004, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ Grant Thornton LLP cc: Mr. Norman Barta President and CEO, Nephros, Inc. EX-99 3 kl12054_ex99-1.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 [OBJECT OMITTED] Contact: Todd Fromer / Garth Russell (212) 896-1215 / (212) 896-1250 tfromer@kcsa.com / grussell@kcsa.com - ---------------- ------------------ FOR IMMEDIATE RELEASE Nephros Appoints Deloitte & Touche as Independent Registered Accounting Firm NEW YORK, December 23, 2004 -- Nephros, Inc. (AMEX: NEP), announced today it has retained the services of Deloitte & Touche LLP as the Company's independent registered public accountants. Deloitte & Touche replaces Grant Thornton, LLP, and will complete the fiscal year 2004 audit. The Audit Committee of Nephros' Board of Directors dismissed Grant Thornton and approved the engagement of Deloitte & Touche on December 21, 2004, following an evaluation of several independent audit firms. Pursuant to Nephros' Audit Committee Charter, the Audit Committee has sole authority to terminate and to appoint Nephros' independent auditors. Accordingly, the dismissal of Grant Thornton and the engagement of Deloitte & Touche were approved solely by the Audit Committee. During the fiscal years ended December 31, 2003 and 2002 and through December 21, 2004, the Company had no disagreement with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Grant Thornton, would have caused it to make reference to the subject matter thereof in connection with its reports. About Nephros Nephros, Inc., headquartered in New York, is a medical device company developing and marketing products designed to improve the quality of life for the End Stage Renal Disease (ESRD) patient, while addressing the critical financial and clinical needs of the care provider. ESRD is a disease state characterized by the irreversible loss of kidney function. Nephros believes that its products are designed to remove a range of harmful substances more effectively, and more cost-effectively, than existing treatment methods; particularly with respect to substances known collectively as "middle molecules," due to their molecular weight, that have been found to contribute to such conditions as carpal tunnel syndrome, dialysis related amyloidosis and degenerative bone disease in the ESRD patient. Except for historical information, this press release includes "forward-looking statements" within the meaning of the Securities Litigation Reform Act of 1995. All statements included in this press release that address activities, events or developments that Nephros expects, believes or anticipates will or may occur in the future are forward-looking statements. This includes earnings estimates, future financial performance and other matters. These statements are based on certain assumptions made by Nephros based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Nephros. Actual results may differ materially from the expectations contained in the forward-looking statements. More detailed information about Nephros and the risk factors discussed above is set forth in Nephros's filings with the Securities and Exchange Commission, including Nephros's Final Prospectus, dated September 20, 2004, with respect to the registration of 2,100,000 shares of common stock for sale to the public. Investors and security holders are urged to read such document free of charge at the Commission's web site at www.sec.com. Nephros does not undertake to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise # # # -----END PRIVACY-ENHANCED MESSAGE-----