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): April 12, 2007
(Exact name of registrant as specified in its charter)
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| California
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0-28402
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94-3133088 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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3929 Point Eden Way
Hayward, CA 94545 |
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| (Address of principal executive offices including zip code) |
Registrant’s telephone number, including area code (510) 265-9000
(Former name or former address, if changed since last report.)
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
A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] 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 Accountant.
Effective as of April 12, 2007, the Audit Committee of the Board of Directors of
Aradigm Corporation (the “Registrant”) dismissed Ernst & Young LLP (“E&Y”) as the Registrant’s independent
registered public accounting firm. On April 12, 2007, the Audit
Committee engaged Odenberg, Ullakko, Muranishi & Co. LLP (“OUM”) as
the Registrant’s independent registered public accounting firm for the fiscal year ending December
31, 2007.
The audit reports of E&Y on the Registrant’s financial statements for the fiscal years ended
December 31, 2005 and 2006, contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with E&Y’s audits for the fiscal years ended December 31, 2005 and 2006, and in the
subsequent interim period through April 12, 2007, there were no disagreements with E&Y 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 E&Y, would have caused E&Y
to make reference to the subject matter of such disagreements in connection with its reports. In
addition no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K, occurred during
the Registrant’s fiscal years ended December 31, 2005 and 2006, and in the subsequent interim
period through April 12, 2007.
The Registrant has provided E&Y with a copy of this report and has requested that E&Y provide a
letter addressed to the Securities and Exchange Commission stating whether it agrees with the
foregoing statements. A copy of this letter from E&Y is attached hereto as Exhibit 16.1.
During the Registrant’s two most recent fiscal years, and in the subsequent interim period through
April 12, 2007, neither the Registrant nor anyone on its behalf has consulted with OUM 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 by OUM that was an important factor considered by the Registrant in reaching a decision as
to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject
of a disagreement, as that term is defined in Item 304 (a)(1)(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)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. |
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Description |
16.1
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Letter from Ernst & Young LLP to Securities and Exchange Commission dated April 16, 2007. |