UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 18, 2003
BioDelivery Sciences International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-28931 35-2089858
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
UMDNJ Medical School
185 South Orange Avenue, Bldg #4
Newark, New Jersey 07103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 972-0015
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Not Applicable
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(Former name or former address, if changed since last report)
This Amendment No. 1 to the Current Report on Form 8-K/A of BioDelivery Sciences
International, Inc. (the "Company") amends and restates in its entirety the
Current Report on Form 8-K of the Company, dated April 18, 2003 and filed with
the Securities and Exchange Commission on April 25, 2003. This Amendment is
being filed to: (i) add the disclosure contained in paragraph 6 below, and (ii)
file the letter from Grant Thornton LLP identified below and filed herewith as
Exhibit 16.1.
Items 4 and 9. Change in Registrant's Certifying Accountants; Regulation FD
Disclosure.
On April 18, 2003, BioDelivery Sciences International, Inc. (the "Company"),
with the approval of the Audit Committee of the Board of Directors of the
Company (the "Audit Committee") and the full Board of Directors of the Company,
dismissed its independent accountants, Grant Thornton LLP ("GT"). During the
years ended December 31, 2002 and 2001, and the subsequent interim period
through April 18, 2003 (the date of GT's dismissal as the Company's independent
accountants), GT acted as the independent accountants for the Company and its
subsidiary, Bioral Nutrient Delivery, LLC, and, during such period, there were
no disagreements with GT on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of GT, would have caused GT
to make a reference to the subject matter of the disagreements in connection
with its reports in the financial statements for such years.
The independent accountant's report of GT on the Company's consolidated
financial statements for the years ended December 31, 2002 and 2001 contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
GT has advised the Audit Committee and management that it noted a lack of
segregation of accounting and financial reporting duties as a result of the
Company's small size, which condition GT considered to be reportable under
standards established by the American Institute of Certified Public Accountants.
The Company believes this matter is not reportable under Regulation S-B since,
among other factors, the noted issue did not preclude the Company from
developing reliable financial statements as contemplated by Item
304(a)(1)(iv)(B)(1) of Regulation S-B. The Company is voluntarily making the
disclosure contained in this paragraph, however, as an accommodation to its
former independent accountants. The Company has taken GT's notation under
advisement but believes its internal accounting controls are in compliance with
applicable accounting standards, rules and regulations. The Company will
continue to monitor and assess the costs and benefits of additional staffing in
the accounting area in conjunction with its newly appointed independent
accountants.
The Company has provided a copy of this disclosure to its former accountants,
and the Company requested that the former accountants furnish the Company with a
letter addressed to the Securities and Exchange Commission stating whether they
agree with the statements made by the Company. A copy of that letter is attached
hereto as Exhibit 16.1.
On April 18, 2003, with the approval of the Audit Committee and the full Board
of Directors of the Company, the firm of Aidman, Piser & Company, P.A. ("Aidman
Piser") was appointed as the Company's independent accountants.
The Company has authorized GT to respond fully to the inquiries of Aidman Piser
concerning the lack of segregation of accounting and financial reporting duties
as a result of the Company's small size.
Item 7. Financial Statements and Exhibits.
Set forth below is a list of Exhibits included as part of this Current Report.
Exhibit No. Description
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16.1 Letter of Grant Thornton LLP, dated July 3, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
July 3, 2003 BIODELIVERY SCIENCES INTERNATIONAL, INC.
By: /s/ Francis E. O'Donnell, Jr.
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Name: Francis E. O'Donnell, Jr.
Title: Chairman, President and Chief Executive Officer