SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) August 10, 2004
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ALTEON INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-16043 13-3304550
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(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
6 Campus Drive, Parsippany, New Jersey 07054
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 934-5000
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(Former Name or Former Address, If Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant.
KPMG LLP ("KPMG") has informed Alteon that it resigned as Alteon's
principal accountants effective August 10, 2004.
KPMG's audit reports on Alteon's financial statements as of and for the
years ended December 31, 2003 and 2002 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.
During Alteon's two most recent fiscal years ended December 31, 2003 and
the subsequent interim period through the date of KPMG's resignation, (i) there
were no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to KPMG's satisfaction, would have caused KPMG to
make reference to the subject matter of the disagreement(s) in connection with
its report, and (ii) there were no "reportable events" as such term is defined
in Item 304(a)(1)(v) of Regulation S-K.
Alteon provided KPMG with a copy of this Form 8-K prior to its filing with
the Securities and Exchange Commission and requested KPMG to furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made above. Attached as Exhibit 16 is a copy of
KPMG's letter to the Securities and Exchange Commission.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16 Letter from KPMG LLP to the Securities and Exchange Commission
dated August 13, 2004.
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.
Alteon Inc.
By: /s/ Kenneth I. Moch
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Kenneth I. Moch
Chairman, President & CEO
Dated: August 13, 2004