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): August 31, 2004
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Titan Pharmaceuticals, Inc. |
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(Exact name of registrant as specified in charter) |
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Delaware |
0-27436 |
94-3171940 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer Identification No.) |
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400 Oyster Point Blvd., Suite 505, South San Francisco, CA |
94080 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant's telephone number, including area code: 650-244-4990
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 (see General Instruction A2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.01. Changes in Registrant's Certifying Accountants
On August 31, 2004, Ernst & Young LLP informed Titan Pharmaceuticals, Inc. (the "Company"), that Ernst & Young LLP will resign as the Company's independent registered public accounting firm following completion of services related to the review of the Company's interim financial statements for the quarter ending September 30, 2004. The Company is in the process of seeking the engagement of a new independent registered public accounting firm for the year ending December 31, 2004.
The reports of Ernst & Young LLP on the Company's financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with the audits of the Company's financial statements for each of the two fiscal years ended December 31, 2003, and in the subsequent interim period, there were no disagreements with Ernst & Young LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to the matter in their report. There were no "reportable events" as that term is described in Item 304(a)(1)(v) of Regulation S-K.
The Company has requested Ernst & Young LLP to furnish it a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of that letter, dated September 3, 2004, is filed as Exhibit 16.1 to this Form 8-K.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
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Exhibit No. |
Description |
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16.1 |
Letter of Ernst & Young LLP to the Securities and Exchange Commission. |
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.
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TITAN PHARMACEUTICALS, INC. |
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By: |
/s/ Robert E. Farrell |
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Robert E. Farrell, Chief Financial Officer |
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Dated: September 3, 2004
EXHIBIT INDEX
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Exhibit No. |
Description |
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16.1 |
Letter of Ernst & Young LLP to the Securities and Exchange Commission. |