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| ELI > SEC Filings for ELI > Form 8-K/A on 12-Mar-2009 | All Recent SEC Filings |
12-Mar-2009
Changes in Registrant's Certifying Accountant
Effective January 1, 2009, Miller, Ellin & Company, LLP ("Miller Ellin"), the independent accountant of Elite Pharmaceuticals, Inc., a Delaware corporation (the "Registrant"), and the principal accountant engaged to audit the Registrant's financial statements, consummated a merger (the "Merger") of its practice into the practice of Rosen Seymour Shapss Martin & Company LLP ("Rosen Seymour"), with Rosen Seymour the resulting surviving legal entity. As of the date of the Merger, Rosen Seymour, as a matter of law, succeeded Miller Ellin as the Registrant's independent accountants, and the Registrant formally engaged Rosen Seymour, as successor in interest of Miller Ellin, as its new independent accountant and principal accountant to audit its financial statements. On February 19, 2009, the foregoing changes were unanimously approved and ratified by the Audit Committee of the Registrant's Board of Directors (the "Audit Committee").
During the Registrant's past two fiscal years, ended March 31, 2007 and March 31, 2008 (together, the "Fiscal Years"), respectively, Miller Ellin was engaged as the Registrant's principal accountant to examine the Registrant's financial statements for each such Fiscal Year. Miller Ellin's reports on the Registrant's financial statements for the Fiscal Years did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.
During the Fiscal Years and through the date of the Merger, including the subsequent interim periods ended June 30, 2008, September 30, 2008 and December 31, 2008 (the "Subsequent Interim Periods"), respectively, there were no disagreements with Miller Ellin, whether resolved or unresolved to Miller Ellin's satisfaction, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Miller Ellin's satisfaction, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.
During the Fiscal Years and through the date of the Merger, including the Subsequent Interim Periods, no "reportable events" (as described in Item 304(a)(1)(v) of Regulation S-K) occurred that would be required by Item 304(a)(1)(v) to be disclosed in this report.
Except as described below, during the Fiscal Years and through the date of the Registrant's engagement of Rosen Seymour, including the Subsequent Interim Periods, neither the Registrant nor anyone on its behalf consulted Rosen Seymour regarding either (i) the application of accounting principles to a specific 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 Rosen Seymour 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 defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to such item) or "reportable events" (as described in Item 304(a)(1)(v) of Regulation S-K). As previously disclosed in Amendment No. 1 to the Registrant's Form 10-K/A, filed on January 16, 2009 with the Securities and Exchange Commission (the "Commission"), the Registrant engaged Rosen Seymour to conduct a review of its internal controls over financial reporting, particularly with respect to the Registrant's accounting procedures and related internal controls over expenditures, as a result of an investigation conducted by the Audit Committee regarding certain reimbursements of expenses that were made by the Registrant to Bernard J. Berk, its then-President, Chief Executive Officer and Chairman of the Registrant's Board of Directors, without the prior receipt by the Registrant from Mr. Berk of adequate substantiation of such expenses. Rosen Seymour completed its review on January 23, 2009 and determined that nothing came to its attention during such review to indicate that the Registrant's current internal controls over financial reporting are not effective.
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