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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 3, 1998
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SWISSRAY International, Inc.
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(Exact name of registrant as specified in charter)
New York 0-26972 16-0950197
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
200 East 32nd Street, New York, New York 10016
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 212-545-0095
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Termination of client-auditor relationship prior to completion of any
audit.
(i) On or about June 22, 1998 the Registrant, pursuant to written
engagement letter, retained the services of STG-Coopers & Lybrand AG ("STG") for
purposes of conducting an audit of the Registrant's consolidated statements for
the year ended June 30, 1998.
(ii) STG was advised both orally and in writing on a number of
occasions that it was essential that the audit be concluded within 90 days of
the close of the Registrant's fiscal year so that same may be utilized for
purposes of a timely filing of Registrant's Form 10-K with the Securities and
Exchange Commission ("SEC").
(iii) Registrant fully cooperated with STG with respect to the above
referenced audit and such cooperation was done in a timely manner by providing
STG with any and all documentation requested.
(iv) On more than one occasion STG assured Registrant that the audit
would be concluded in a timely manner.
(v) When the audit was not concluded within 90 days of the close of the
Registrant's fiscal year, Registrant timely filed a Form 12b-25 with the SEC so
as to obtain an additional 15 days within which to timely file its Form 10-K.
(vi) Registrant advised STG of the fact that Registrant had an
additional 15 days within which to timely file its aforesaid Form 10-K.
(vii) STG assured Registrant that the audit would be completed in a
timely manner so as to permit filing of such Form 10-K within such additional 15
day time period..
(viii) STG was advised that the failure to timely file the aforesaid
Form 10-K would result in NASDAQ assigning the letter "E" so that Registrant's
NASDAQ symbol would read SRMIE indicating its lack of compliance with NASDAQ
Marketplace Rule 4310(c)(14) and in fact Registrant's trading symbol was changed
to SRMIE.
(ix) STG was advised that NASDAQ would take further action if the 10-K
were not filed immediately. In fact, STG was advised in writing to ".. assign
the highest priority to the .. audit" and to ".. immediately prepare and fax to
all parties concerned .. an updated list of any and all outstanding items
required .. to conclude your audit ..".
(x) Simultaneously with the above request and demands, Registrant
attempted on numerous occasions to establish and engage in a conference call
with STG but
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on each such attempt was rebuffed.
(xi) Thereafter, NASDAQ determined to delist the Registrant's
securities effective with the close of business October 26, 1998.
(xii) By way of letter dated November 2, 1998 STG advised Registrant
that it had ceased to represent Registrant. Copy of such letter is annexed
hereto as Exhibit 99.1.
(xiii) Since receipt of such letter Registrant has been in
communication with one of the signatories thereto and has repeatedly requested
that Registrant be advised as to what reasons, if any, STG ceased its
relationship with Registrant.
(xiv) As recently as November 6, 1998, STG refused to provide any
explanation as to why it ceased its relationship with Registrant but did
indicate that such cession was not due to STG discovering any material errors or
fraud or illegal acts on the part of Registrant or its agents during the course
of it conducting its incomplete audit.
(xv) To the best of Registrant's knowledge there were no disagreements
with STG 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 STG would have caused STG to make reference
to them in their report if ever concluded, on the financial statements of
Registrant for fiscal year ended June 30, 1998 (or otherwise).
(xvi) The Registrant has provided STG with a copy of the disclosure
contained herein in response to Item 304 (a) of Regulation S-K no later than the
day that the disclosures are filed with the SEC. Furthermore, the Registrant has
requested STG to furnish the Registrant with a letter addressed to the SEC
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 STG 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 SEC within 10 business days after the filing of
this report. Notwithstanding the 10-business day period, the Registrant will
endeavor to file such letter by amendment within 5 business days of receipt.
(b) Previous independent accountants - since STG never concluded
any audit on behalf of Registrant, the Registrant is including
the following information as same relates to the auditing firm
which did audit Registrant's books and records for its prior
two fiscal years ended June 30, 1997 and June 30, 1996
respectively as follows - which information was heretofore
contained in Registrant's Form 8-K with date of report of
November 7, 1997.
(i) On November 7, 1997, the Registrant's former accountants, Bederson
& Co. LLP ("Bederson") were dismissed.
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(ii) The reports of Bederson 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 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 would have caused Bederson to make reference to them in
their report on the financial statements for such years.
(v) The Registrant had provided Bederson 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 were filed with the SEC. Furthermore, the Registrant
had requested Bederson to furnish the Registrant with a letter addressed to the
SEC 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. Bederson's letter to the SEC dated November 18, 1997
was heretofore filed with the SEC as Exhibit 99.1 to Form 8-K with date of
report of November 7, 1997.
(c) New independent accountant.
The Registrant engaged Feldman Sherb Ehrlich & Co., P.C. as its new
independent accountants as of November 6, 1998. This was approved by the
Registrant's Board of Directors. During the two most recent fiscal years and
through November 6, 1998, the Registrant has not consulted with Feldman Sherb
Ehrlich & Co, P.C. 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 2, 1998 from STG-Coopers &
Lybrand AG indicating unilateral cession of its
auditor-client relationship with Registrant.
99.2 Registrant's counsel's letter to STG-Coopers &
Lybrand AG in accordance with 304 (a) of Regulation
S-K.
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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.
SWISSRAY INTERNATIONAL, INC.
By /s/ Josef Laupper
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Josef Laupper, Secretary
Date: November 6, 1998
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EXHIBIT INDEX
Exhibit No. Description
99.1 Letter dated November 2, 1998 from STG-Coopers & Lybrand AG
indicating unilateral cession of its auditor-client
relationship with Registrant.
99.2 Registrant's counsel's letter to STG-Coopers & Lybrand AG in
accordance with 304 (a) of Regulation S-K.
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(On STG-Coopers & Lybrand AG Letterhead)
EXHIBIT NO. 99.1
Einschreiben
Mr. Herbert Laubscher
Chief Financial Officer
Swissray International Inc,
Turbistrasse 25-27
CH-6280 Hochdorf
Switzerland
Luzern, 2 November 1998
10358.120/FGU
Dear Mr. Laubscher
This is to confirm that the client-auditor relationship between Swissray
International Inc. (Commission File Number 0001002137) and STG-Coopers & Lybrand
AG has ceased.
Sincerely,
STG-Coopers & Lybrand AG
/s/ /s/
P. Wirth G. Furrer
cc; Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
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EXHIBIT 99.2
[LETTERHEAD OF GARY B. WOLFF, PC]
November 6, 1998
VIA FAX ONLY NO. 011 41 210 94 34
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STG-Coopers & Lybrand AG
Hirschmattstrasse 36
Postfach
CH-6002 Luzern
Switzerland
Re: SWISSRAY International, Inc. ("Swissray")
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Gentlemen:
Enclosed herewith in accordance with the requirements of the Securities
Exchange Act of 1934 is Form 8-K as being forwarded to the Securities and
Exchange Commission ("SEC") for filing.
We would request, urge and demand that you carefully review the full
contents of the 8-K and in particular paragraph designated 4 (a) thereto as same
relates to your firm.
We would further demand that if there is any statement contained in
such Form 8-K that you disagree with that you advise us in writing making
specific reference to the designated and numbered paragraph with which you
disagree and indicating the nature of such disagreement.
Lastly, your attention is specifically directed to paragraph 4 (a)
(xvi) wherein we request that you furnish Registrant with a letter addressed to
the SEC stating whether STG-Coopers & Lybrand AG agrees with the statements made
by Registrant in response to Item 304(a) of Regulation S-K and if not stating
the respects in which STG-Coopers & Lybrand AG does not agree.
The letter referred to herein must be received by us within 10 days of
the filing of the 8-K. Absent receipt of such letter within such time period, we
will be constrained to notifying the SEC and its Office of Chief Accountant of
such delinquency.
Very truly yours,
/s/ Gary B. Wolff
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Gary B. Wolff
GBW:th
Enc.
