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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT TO REPORT
Amendment No. 1
PURSUANT TO SECTION l3 OR l5(d) OF THE
SECURITIES EXCHANGE ACT OF l934
Date of report (Date of earliest event reported) November 7, 1997
SWISSRAY INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
NEW YORK 0-2697 16-0950197
(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
200 EAST 32ND STREET SUITE 34-B, NEW YORK, NEW YORK 10016
(Address of Principal Executive Offices) (Zip Code)
(212) 545-0095
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants.
(i) On November 7, 1997, the Registrant's former accountants,
Bederson & Co. LLP, were dismissed.
(ii) The reports of Bederson & Co. LLP on the financial
statements for the past two fiscal years of the Registrant contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) The Registrant's Board of Directors participated in and
approved the decision to change independent accountants.
(iv) In connection with its audits for the two most recent
fiscal years and through November 7, 1997, there were no disagreements with
Bederson & Co. LLP 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 Bederson & Co. LLP, would
have caused Bederson & Co. LLP to make reference to them in their report on the
financial statements for such years.
(v) The Registrant has provided Bederson & Co. LLP with a
copy of the disclosures contained herein in response to Item 304 (a) of
Regulation S-K no later than the day that the disclosures are filed with the
Securities and Exchange Commission. Furthermore, the Registrant has requested
Bederson & Co. LLP to furnish the Registrant with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made by the Registrant in response to Item 304 (a) of Regulation S-K and, if
not, stating the respects in which it does not agree. The Registrant has
requested Bederson & Co. LLP to provide the letter as promptly as possible so
that the Registrant can either (i) file the letter with this report; or (ii)
with the Securities and Exchange Commission within 10 business days after the
filing of this report. Notwithstanding the 10-business day period, the
Registrant will file the letter by amendment within 2 business days of receipt.
(b) New independent accountants.
The Registrant engaged Coopers & Lybrand L.L.P. as its new
independent accountants as of November 7, 1997. This was approved by the
Registrant's Board of Directors. Coopers & Lybrand L.L.P. has audited the books,
records and accounts of the Registrant's Swiss subsidiaries for the fiscal year
ended June 30, 1997. During the two most recent fiscal years and through
November 7, 1997, the Registrant has not consulted with Coopers & Lybrand L.L.P.
regarding any of the matters set forth in Item 304 (a) (2) (i) of Regulation
S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1. Letter, dated November 18, 1997, from Bederson & Company
LLP stating whether it agrees with the statements set
forth in Item 4 of the Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SWISSRAY INTERNATIONAL, INC.
Dated: November 20, 1997 By: /s/ Ruedi G. Laupper
--------------------
RUEDI G. LAUPPER
Chairman of the Board,
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Letter, dated November 18, 1997, from Bederson & Company LLP
stating whether it agrees with the statements set forth in
Item 4 of the Form 8-K.
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[Bederson Letterhead]
EXHIBIT 99.1
November 18, 1997
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Swissray International, Inc.
Form 8-K
Item 304(a)(3) of Regulation S-K
Sirs:
As former auditors of Swissray International, Inc. ("Swissray"), we submit this
letter in accordance with requirements of Item 304(a)(3) of Regulation S-K.
Bederson & Company LLP agrees with the statements made by Swissray in Item 4 to
its Form 8-K reporting the change in auditors. Coopers & Lybrand LLP was engaged
by Bederson & Company LLP to perform audit procedures in connection with the
audited consolidated financial statement of Swissray International Inc. for year
ended June 30, 1997.
Very truly yours,
/s/ Bederson & Company LLP
BEDERSON & COMPANY LLP
