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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):
January 26, 2006
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A.P. Pharma, Inc.
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(Exact name of registrant as specified in its charter)
000-16109
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(Commission File Number)
Delaware 94-2875566
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
123 Saginaw Drive
Redwood City, CA 94063
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(Address of principal executive offices, with zip code)
(650) 366-2626
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(Registrant's telephone number, including area code)
N/A
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(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
On January 26, 2006, the Company's auditors, Ernst & Young LLP
("E&Y"), advised the Company that E&Y will resign as the
Company's independent registered public accounting firm effective
upon the filing by the Company of its Form 10-K annual report for
the year ended December 31, 2005. E&Y did not seek the Company's
consent to its resignation. As a result, the Company's Audit
Committee or Board of Directors did not recommend or approve the
resignation of E&Y.
E&Y audit reports on the Company's consolidated financial
statements for the fiscal years ended December 31, 2004 and 2003
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.
In connection with the audits of the Company's financial
statements for each of the two years ended December 31, 2004 and
2003 and for the interim periods subsequent to December 31, 2004,
there were no disagreements with E&Y on any matters of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the
satisfaction of E&Y, would have caused E&Y to make reference to
the matter in their report.
The Company has requested E&Y to furnish it a letter addressed to
the Commission stating whether it agrees with the above
statements. A copy of that letter dated January 26, 2006 is
filed as Exhibit 16 to this Form 8-K.
There were no "reportable events" as that term is described in
paragraph a(1)(v) of Item 304 under Regulation S-K.
The Company is currently seeking a replacement to E&Y to act as
the Company's independent registered public accounting firm. The
Company will announce the engagement of such accountants when
such engagement is finalized.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
16.1 Letter from Ernst & Young LLP
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 hereunto duly authorized.
A.P. PHARMA, INC.
Date: February 1, 2006 By: /S/ Michael O'Connell
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Michael O'Connell
President and Chief
Executive Officer
Exhibit 16.1
January 26, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Gentlemen:
We have read Item 4.01 of Form 8-K dated February 1, 2006, of
A.P. Pharma, Inc. and are in agreement with the statements
contained in the first and second sentences of the first
paragraph, the second and third paragraphs, the first sentence of
the fourth paragraph, and the fifth paragraph on page two
therein. We have no basis to agree or disagree with the other
statements of the registrant contained therein.
/s/Ernst & Young LLP