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): March 14, 2003
----------------------
COMMISSION FILE NUMBER 1-12584
DELAWARE SHEFFIELD PHARMACEUTICALS, INC. 13-3808303
(State of other jurisdiction of (Exact name of registrant as specified (I.R.S. Employer
incorporation or organization) in its charter) Identification No.)
3136 Winton Road South, Suite 201, Rochester, New York 14623
------------------------------------------------------ ----------
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code (585) 292-0310
----------------------
-------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On March 11, 2003, Sheffield Pharmaceuticals, Inc.'s (the
"Registrant") Audit Committee participated in and approved the
decision of Ernst & Young LLP to resign as the Registrant's
independent accountants effective immediately.
(ii) The reports of Ernst & Young LLP on the financial statements for
the past two fiscal years ending December 31, 2001 and 2000
contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principle, except that, the consolidated financial statements for
December 31, 2001 included an explanatory paragraph wherein the
auditor expressed substantial doubt about the Registrant's ability
to continue as a going concern.
(iii) In connection with its audits for the two most recent fiscal years
and through March 11, 2003, there have been no disagreements with
Ernst & Young 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 Ernst & Young LLP would have caused them to make reference
thereto in their report on the financial statements for such
years.
(iv) The Registrant has requested that Ernst & Young 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
March 13, 2003, is filed as Exhibit 16 to this Form 8-K.
(b) New independent accountants
(i) The Registrant engaged Rotenberg & Co., LLP, as its new
independent accountants effective for the audit of the
Registrant's financial statements for the year ending December 31,
2002. During the two most recent fiscal years and through March
13, 2003, the Registrant has not consulted with Rotenberg & Co.,
LLP 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 neither a written report was provided to
the Registrant nor oral advice was provided that Rotenberg & Co.,
LLP 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 the subject of a
disagreement, as the term is defined in Item 304(a)(1)(iv) of
Regulation S-B and the related instructions to Item 304 of
Regulation S-B.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number Description
-------------- -----------
16 Letter from Ernst & Young LLP dated March 13, 2003
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 thereunto duly authorized.
SHEFFIELD PHARMACEUTICALS, INC.
Dated: March 14, 2003 By: /s/ Thomas M. Fitzgerald
-------------------------------------
Thomas M. Fitzgerald
President and Chief Executive Officer