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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 21, 2001
EXELIXIS, INC. (Exact name of registrant as specified in its charter)
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DELAWARE 0-30235 04-3257395
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(State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
170 Harbor Way
P.O. Box 511
South San Francisco, CA 94083
(Address of principal executive offices, including zip code)
(650) 837-7000
(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountants
On December 14, 2001, the Company dismissed PricewaterhouseCoopers LLP (PwC) as
the independent accountants of the Company and appointed Ernst & Young LLP (E&Y)
as its independent auditors. The decision to change independent accountants has
been approved by the Audit Committee under authority granted by the Board of
Directors of the Company.
The independent accountants' reports on the Company's financial statements for
each of the fiscal years ended December 31, 2000 and 1999 did not contain an
adverse opinion or disclaimer of opinion, nor were the reports qualified or
modified as to uncertainty, audit scope or accounting principles.
In connection with its audits for the fiscal years ended December 31, 2000 and
1999 and through December 14, 2001, there were no disagreements as defined by
Item 304 (a)(1)(iv) of Regulation S-K between the Company and PwC 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 PwC, would have caused PwC to make reference thereto in their
reports on the financial statements for such years.
During the fiscal years ended December 31, 2000 and 1999, and through December
14, 2001, there were no reportable events as that term is defined in Item 304
(a)(1)(v) of Regulation S-K.
A letter from PwC stating their agreement with the statements made herein is
filed as Exhibit 16 to this Form 8-K.
During the fiscal years ended December 31, 2000 and 1999, and through December
14, 2001, the Company did not consult with E&Y 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 Company's financial statements; or
(ii) any matter that was either 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, that term is defined in Item
304 (a)(1)(v) of Regulation S-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16 Letter from PricewaterhouseCoopers LLP regarding change in
certifying accountant.
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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16 Letter from PwC regarding its concurrence with the Registrant's
statement regarding change of accountants.
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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, thereunto duly authorized.
Dated: December 21, 2001
Exelixis, Inc.
/s/ Glen Y. Sato
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Glen Y. Sato
Chief Financial Officer, Vice President,
Legal Affairs and Secretary
(Principal Financial and Accounting Officer)
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LETTER FROM PRICEWATERHOUSECOOPERS LLP
EXHIBIT 16
December 19, 2001
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Commissioners:
We have read the statements made by Exelixis, Inc. (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K report dated December 14, 2001. We agree with the
statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
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