-----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, O8kLx/oyZW5bBDPM4FZJm0QglEAj4WMyXk4hhqWi0frorST160MbOvHEIHeRHCzn Ls8jprco32+LkaVANMyeTg== 0000927016-02-003361.txt : 20020624 0000927016-02-003361.hdr.sgml : 20020624 20020624171157 ACCESSION NUMBER: 0000927016-02-003361 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020624 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENOME THERAPEUTICS CORP CENTRAL INDEX KEY: 0000356830 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 042297484 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10824 FILM NUMBER: 02685685 BUSINESS ADDRESS: STREET 1: 1OO BEAVER ST CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 7813982300 MAIL ADDRESS: STREET 1: 100 BEAVER STREET CITY: WALTHAM STATE: MA ZIP: 02453 FORMER COMPANY: FORMER CONFORMED NAME: COLLABORATIVE RESEARCH INC DATE OF NAME CHANGE: 19920703 8-K 1 d8k.txt FORM 8K 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 24, 2002 -------------------- GENOME THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Massachusetts 0-10824 04-2297484 (State or other (Commission (I.R.S. Employer jurisdiction of incorporation) File Number) Identification Number) 100 Beaver Street Waltham, Massachusetts 02453 (Address, of principal executive offices, including zip code) (781) 398-2300 (Registrant's Telephone number including area code) -------------------- Page 1 of 5 pages. ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT Effective June 24, 2002, Genome Therapeutics Corp. (the "Company") notified Arthur Andersen LLP that it will engage Ernst & Young LLP as its independent public accountant and terminated the Company's engagement of Arthur Andersen LLP. The decision to change external auditors was approved by the Company's Audit Committee and the full Board of Directors. Arthur Andersen's audit reports on Genome Therapeutics' financial statements for each of the two most recent fiscal years ended December 31, 2001 and 2000, as restated, did not contain an adverse opinion or disclaimer of opinion nor were they qualified or modified as to any uncertainty, audit scope or accounting principles. In connection with the audits for the periods ending December 31, 2001 and 2000 and the subsequent interim period preceding the decision to dismiss Arthur Andersen, there were no disagreements with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction or Arthur Andersen, would have caused them to refer to such disagreement in connection with their report. The Company has requested Arthur Andersen LLP to furnish it a letter addressed to the Commission stating whether it agrees with the above statements. A copy of that letter, dated June 24, 2002, is filed as Exhibit 16.1 to this Form 8-K. There were no other "reportable events" as that term is described in Item 304(a)(1)(v) of regulation S-K occurring within the Registrant's two most recent fiscal years and the subsequent interim period ending March 30, 2002. During Genome Therapeutics' fiscal years ended December 31, 2001 and 2000 and the subsequent interim period through March 30, 2002, the company did not consult with Ernst & Young LLP with respect to the application of accounting principles to a specified transaction or the type of audit opinion that might be rendered on Genome Therapeutics Corp.'s financial statements. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS 16.1 Letter regarding Change in Certifying Accountant 2 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. GENOME THERAPEUTICS CORP. By /s/ Stephen Cohen -------------------- Name: Stephen Cohen Title: Senior Vice President and Chief Financial Officer Date: June 24, 2002 3 EXHIBIT INDEX ------------- Exhibit No. Description of Exhibits Page - ----------- ----------------------- ---- 16.1 Letter Regarding Change of Certifying Accountant 5 4 EX-16.1 3 dex161.txt LETTER REGARDING CHANGE OF CERTIFYING ACCOUNTANT Exhibit 16.1 June 24, 2002 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Fax Number: (202) 942-9656 Dear Sir/Madam: The representations made in this letter are based solely on discussions with and representations from the engagement partner and manager on the audits of the financial statements of this registrant for the two most recent fiscal years. Those individuals are no longer with Arthur Andersen LLP. We have read the 4 paragraphs of Item 4 included in the Form 8-K dated June 24, 2002 of Genome Therapeutics, Inc. to be filed with the Securities and Exchange Commission and have found no basis for disagreement with the statements contained therein. Very truly yours, /s/Arthur Andersen LLP Arthur Andersen LLP cc: Mr. Stephen Cohen, Chief Financial Officer, Genome Therapeutics, Inc. -----END PRIVACY-ENHANCED MESSAGE-----