8-K 1 a2113295z8-k.txt FORM 8-K 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): June 11, 2003 BioTransplant Incorporated ----------------------------- (Exact name of registrant as specified in its charter) Delaware 000-28324 04-3119555 ---------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 200 Boston Avenue Medford, MA 02155 ---------------------------- ---------------------- (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (781) 393-8500 N/A ------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5. Other Events. As previously reported in the Current Report on Form 8-K filed by BioTransplant Incorporated (the "Registrant") with the Securities and Exchange Commission (the "SEC") on February 28, 2003, the Registrant and its wholly-owned subsidiary Eligix, Inc. filed on February 27, 2003 voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"). The filings were made in the U.S. Bankruptcy Court in Boston, Massachusetts and are being administered under the docket for BioTransplant Incorporated and Eligix, Inc., Case Nos. 03-11585-CJK and 03-11584-CJK, respectively. The Registrant and Eligix, Inc. (collectively, the "Debtors") continue to administer their business and financial affairs as debtors in possession under the Bankruptcy Code. Under applicable bankruptcy law, the Registrant is required to file periodically with the United States Trustee various materials, including certain financial information on an unconsolidated basis. This information includes statements, schedules and monthly operating reports in forms prescribed by federal bankruptcy law and the United States' Trustee's Office Region 1 Operating Guidelines and Reporting Requirements for Chapter 11 Cases (the "Guidelines"). Accordingly, the Debtors filed with the United States Trustee their monthly operating reports and accompanying attachments for the period from April 1, 2003 through April 30, 2003 on June 11, 2003 and for the period from May 1, 2003 through May 31, 2003 on June 18, 2003. Such reports are attached hereto as Exhibit 99.1 and 99.2, respectively. The Registrant cautions that the monthly operating reports and accompanying attachments have been prepared for filing with the United States Trustee in accordance with the requirements of federal bankruptcy law and the Guidelines. These materials are unaudited and are prepared in a format and for periods different from that used in the Registrant's consolidated financial statements filed with the SEC under the federal securities laws. Accordingly, the substance and format of these materials do not allow for meaningful comparison with the Registrant's regular publicly-disclosed consolidated financial statements. The Registrant further cautions that the financial information included in the monthly operating reports has been prepared by management of the Debtors without audit or review by independent accountants and does not include all footnotes and financial presentations normally required under generally accepted accounting principles in the United States. Moreover, the footnotes to the monthly operating reports contain discussion of possible year-end 2002 adjustments, including potential write-offs of property, plant and equipment, intangible assets and goodwill and the recognition of previously-deferred revenue, that have not been reflected in the financial statements that accompany the monthly operating reports. As such, the information in the monthly operating reports is not indicative of the Registrant's financial condition and operating results for the periods that would be reflected in the Registrant's financial statements in reports filed with the SEC under federal securities laws. Furthermore, the information set forth in the monthly operating reports should not be viewed as indicative of future results and should not be used for investment purposes. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits.

~~SECURITIES~~Exhibit ~~AND~~No. ~~EXCHANGE~~Description ~~COMMISSION~~----------- ----------- 99.1 Debtors' Monthly Operating Reports, filed with the United States Trustee on June 11, 2003. 99.2 Debtors' Monthly Operating Reports, filed with the United States Trustee on June 18, 2003.

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 23, 2003 BIOTRANSPLANT INCORPORATED By: /s/ Donald B. Hawthorne -------------------------------------- Donald B. Hawthorne President, Chief Executive Officer and Chief Financial Officer EXHIBIT INDEX

~~WASHINGTON~~Exhibit No. Exhibit ----------- ------- Exhibit 99.1 Debtors' Monthly Operating Reports, D filed with the United States Trustee on June 11, 2003.C Exhibit 99. ~~20549~~2 Debtors' Monthly Operating Reports, filed with the United States Trustee on June 18, 2003.

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): June 6, 2003

BioTransplant Incorporated (Exact name of registrant as specified in its charter)

Delaware	000-28324	04-3119555
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
196 Boston Avenue Suite 2800 Medford, MA		02155
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 393-8500

N/A (Former name or former address, if changed since last report)

Item 4. Changes in Registrant’s Certifying Accountant.

On June 6, 2003, BioTransplant Incorporated (the “Company”) dismissed Ernst & Young LLP (“Ernst & Young”) as the Company’s independent auditors. The dismissal of Ernst & Young was recommended by the Audit Committee of the Company’s Board of Directors and approved by the Company’s Board of Directors. From April 30, 2002, the date on which Ernst & Young was initially engaged, through June 6, 2003, there were no disagreements between the Company and Ernst & Young on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference to the subject matter of the disagreements in connection with a report on the Company’s consolidated financial statements for the fiscal year 2002, if one had been issued.

The Company has requested that Ernst & Young furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Ernst & Young agrees with the above statements. A copy of such letter, dated June 13, 2003, is attached as Exhibit 16 to this Current Report on Form 8-K.

On June 6, 2003, the Company engaged Carlin, Charron & Rosen, LLP (“CCR”) as its independent certifying accountants with respect to the audit for the Company's fiscal year ended December 31, 2002. The appointment of CCR was recommended by the Audit Committee of the Company’s Board of Directors and approved by the Company’s Board of Directors.

During fiscal years 2001 and 2002 and through June 6, 2003, the Company did not consult with CCR regarding the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any matter that was the subject of a disagreement with Ernst & Young or reportable event pursuant to Item 304(a)(1)(v) of Regulation S-K of the Securities Exchange Act of 1934.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)	Exhibits.
Exhibit 16		Letter from Ernst & Young LLP to the Securities and Exchange Commission dated June 13, 2003.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	June 13, 2003	BIOTRANSPLANT INCORPORATED
		By:	/s/ Donald B. Hawthorne
			Donald B. Hawthorne
			President, Chief Executive Officer and
			Chief Financial Officer

EXHIBIT INDEX

Exhibit
No.		Description
16		Letter from Ernst & Young LLP to the Securities and Exchange Commission dated June 13, 2003.

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