-----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, AU/yGmWFHakCijP+crKK9FJDnNK4vdKcTw/FjGsW3oAsQejEDgR+6DXhkf6Yy+Bn k+7605PIW6TPuDzyI95kSg== 0000853022-98-000026.txt : 19990112 0000853022-98-000026.hdr.sgml : 19990112 ACCESSION NUMBER: 0000853022-98-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981209 ITEM INFORMATION: FILED AS OF DATE: 19981209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBERTS PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000853022 STANDARD INDUSTRIAL CLASSIFICATION: 2834 IRS NUMBER: 222429994 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10432 FILM NUMBER: 98766456 BUSINESS ADDRESS: STREET 1: MERIDIAN CENTER II STREET 2: 4 INDUSTRIAL WAY W CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 7326761200 MAIL ADDRESS: STREET 1: 4 INDUSTRIAL WAY WEST STREET 2: 4 INDUSTRIAL WAY WEST CITY: EATONTOWN STATE: NJ ZIP: 07755 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSIO WASHINGTON, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933 Date of Report (Date of earliest event reported): December 9, 1998 ROBERTS PHARMACEUTICAL CORPORATION - - ---------------------------------------------------------------- (exact name of registrant as specified in its charter) NEW JERSEY 1-1-432 22-2429994 - - --------------- --------- -------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number Meridian Center II 4 Industrial Way West Eatontown, New Jersey 07724 - - ---------------------------------------------------------------- (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: 732-676-1200 - - ---------------------------------------------------------------- (Former name or former address, if changed from last report) - 2 - Item 4. Changes in Registrant's Certifying Accountant --------------------------------------------- (a) Previous independent accountants (i) On December 2, Registrant received notice that PricewaterhouseCoopers LLP resigned as the independent accountants of Roberts Pharmaceutical Corporation (ii) The reports of PricewaterhouseCoopers LLP on the financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. (iii) N/A (iv) In connection with its audits for the two most recent fiscal years and through November 25, 1998, there have been no disagreements with PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP would have caused them to make reference thereto in their report on the financial statements for such years (v) During the two most recent fiscal years and through November 25, 1998, there have been no reportable events (as defined in Regulation S-K Item 304(a)(I)(v) (vi) The Registrant has requested that PricewaterhouseCoopers LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated December 9, 1998 is filed as an exhibit to this Form 8-K (b) New independent accountants (i) The Registrant engaged Ernst & Young LLP as its new independent accountants as of December 9, 1998. During the two most recent fiscal years and through December 9, 1998, the Registrant has not consulted with Ernst & Young regarding either (i) 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 Registrant's financial statements, and either a written report was provided to the Registrant or oral advice was provided that Ernst & Young concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(I)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(I)(v) of Regulation S-K" SIGNATURES Pursuant to the requirements of the Securities Exchange Act o 1934, the registrant has duly caused this report to be signed o its behalf by the undersigned hereunto duly authorized ROBERTS PHARMACEUTICAL CORPORATION --------------------------------- (Registrant) Date: December 9, 1998 By: /s/ Anthony A. Rascio ---------------------- Anthony A. Rascio Vice President - 3 - FORWARD LOOKING STATEMENT Certain statements included in Item 5 of this form 8-K are intended to be, and are hereby identified as, forward looking statements for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The Registrant cautions readers that forward looking statements, including, without limitation, those relating to the Registrant's future business prospects, revenues, cost of sales, intangible dispositions and write-offs, continuing operations and discontinued operations, and liquidity and capital resources, are subject to certain risks and uncertainties, including, without limitation, the ability of the Registrant to secure regulatory approval in the United States and in foreign jurisdictions for the Registrant's developmental pipeline drugs, the efforts of the Registrant's competitors and the introduction of rival pharmaceutical products which may prove to be more effective than the Registrant's products, general market conditions, the availability of capital, and the uncertainty over the future direction of the healthcare industry, that could cause actual results to differ materially from those indicated in the forward looking statements. EX-16 2 PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP 400 Campus Drive P.O. Box 988 Florham Park NJ 07932 Telephone (973) 236 4000 Facsimile (973) 236 5000 December 9, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: We have read the statements made by Roberts Pharmaceutical Corporation (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 or Form 8-K, as part of the Company's Form 8-K report for the month of December, 1998. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/ Pricewatercoopers LLP - - ------------------------- PricewaterhouseCoopers LLP Attachment -----END PRIVACY-ENHANCED MESSAGE-----