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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 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 3, 1998
SWISSRAY International, Inc.
(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
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 212-545-0095
(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.
The Registrant filed a Form 8-K with Date of Report of November 3, 1998
so as to indicate under Item 4 that there had been a change in the Registrant's
certifying accountant. In accordance with Registrant's representations made in
Item 4(a)(xvi) of such Form 8-K, the Registrant herewith encloses by way of
Exhibit 99.3 a copy of STG-Coopers & Lybrand AG's November 24, 1998 letter
addressed to the SEC.
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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 25, 1998
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EXHIBIT INDEX
Exhibit No. Description
99.3 Copy of STG-Coopers & Lybrand AG letter to SEC dated
November 24, 1998
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[STG- Coopers & Lybrand Letterhead]
EXHIBIT 99.3
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Luzern, 24 November 1998
WPE/FGU
Commissioners:
We have read the statements of Swissray International, Inc. (the "Company"),
included under Item 4 of its Form 8-K dated November 3, 1998, which we
understand was filed with the Securities and Exchange Commission on November 6,
1998 and we agree with the statements contained in paragraphs (a) i, (a) vi,
(a) xii and (a) xiii. We have the following additional commentary.
We believe paragraph (a) i should be supplemented with the following:
On November 14, 1997 Swissray International, Inc. filed a Form 8-K with the
Securities and Exchange Commission that indicated on November 7, 1997 the
Registrant's former accountants, Bederson & Company L.L.P., were dismissed
and the Registrant engaged Coopers & Lybrand L.L.P. as its new independent
accountants. STG-Coopers & Lybrand AG ("STG") was not provided a copy of
the 8-K filing and therefore was not aware that the 8-K incorrectly named
Coopers & Lybrand L.L.P. as the new accountants. STG-Coopers & Lybrand AG
received a copy of the 8-K filing dated November 14, 1997 in January 1998
and requested that the Company file an amended 8-K to correct the name of
the new independent accountants from Coopers & Lybrand L.L.P. to
STG-Coopers & Lybrand AG. On April 6, 1998, the Company filed a Form 8-K/A
which corrected the name of the new independent accountants. On or about
June 22, 1998 the engagement of STG was formalized in an engagement letter.
We believe paragraph (a) ii and (a) iii are not factually correct. STG on
numerous occasions advised the Company that STG was responsible for the audit
and that the Company was responsible for the preparation of the June 30, 1998
financial statements. In this regard, the Company was responsible for obtaining
and maintaining the information necessary for the presentation of the financial
statements. The Company also was responsible for making available to STG, upon
request, information necessary for STG's examination and company personnel to
whom STG could make inquiries. Completion of STG's examination was subject to,
among other things, appropriate co-operation from the company's personnel,
including providing necessary information and timely responses to STG's
inquiries. STG believes that the timeliness of both the information and
responsiveness of inquiries was inadequate. A further indication of the
inadequacy of the Company's responsiveness to the audit process related to a
comment letter which the Company received from the Securities and Exchange
Commission with respect to a Registration Statement which had been filed by the
Company on July 24, 1998. STG was not advised of the existence of such letter
until approximately 30
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STG-
Coopers
& Lybrand
days after its receipt by the Company. At that time, it was approximately five
days prior to the due date for the Company's annual Form 10-K filing. STG
advised the Company that its audit could not be completed until such time as
the Company responded to the comment letter.
With respect to (a) iv STG disagrees. At all times the Company was advised that
the completion of the audit was predicated upon the Company's timely
responsiveness to the audit process as discussed above.
With respect to (a) v, please be advised that STG has no basis to agree or
disagree with the Company's statement.
With respect to (a) vii, please see the commentary in (a)ii and (a)iii above.
With respect to (a) viii, STG believes this sub-paragraph is not factually
correct, as there were no discussions between STG and the Company regarding
this specific matter.
With respect to (a) ix, STG had on numerous occasions orally discussed with the
Company outstanding items related to the audit. In addition, STG subsequently
provided a listing of open items dated October 19, 1998, to the Company.
Further, the lead engagement partner was not advised in writing until October
29, 1998 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.." On October
30, 1998 the lead engagement partner orally informed Ruedi G. Laupper, Chief
Executive Officer, and Josef Laupper, Secretary, that the client-auditor
relationship between Swissray International Inc. and STG had ceased. On
November 2, STG provided written confirmation to the Company of this
resignation.
With respect to (a) x, STG believes that the sequence of events was
mis-categorized. Between October 29, 1998 and October 30, 1998, STG was
re-considering its relationship with the Company. As noted immediately above,
on October 30, 1998, STG communicated its resignation.
With respect to (a) xi, please be advised that STG has no basis to agree or
disagree with the Company's statement.
With respect to (a) xiv, STG concurs that it did not provide any explanation as
to why it resigned. However, STG did not make any statements related to
material errors, fraud, or illegal acts to the Company.
With respect to (a) xv, this paragraph should have indicated that there were no
disagreements, as defined by Item 304 of Regulation S-K, during the period that
STG served as the Company's auditors through the date of STG's resignation.
With respect to (a) xvi, on November 6, 1998, STG was provided the Form 8-K by
the Company's counsel as transmitted in its letter to STG as of that date
(attached as exhibit 99.1). STG is not in a position to agree or disagree with
anything with respect to this sub-paragraph.
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[STG-COOPERS & LYBRAND LETTERHEAD]
With respect to (b) and (c), STG has no basis to agree or disagree.
The Company should have disclosed a reportable event, STG advised the Company
that, as a result of the aforementioned comment letter from the SEC, it might be
necessary to revise the financial statements, which were the subject of the
comment letter. In addition, these matters could have a material impact on the
Company's June 30, 1998 financial statements. Since STG did not complete any
audits, STG advised the Company that this matter should be initially referred to
the Company's predecessor accountants. As a result of STG's resignation, it did
not pursue the resolution of these issues.
Pursuant to the Swiss Code of Obligations, for statutory purposes, STG has
certain ongoing reporting obligations. In the view of STG, these reporting
requirements are not subject to the provisions of Item 304 of Regulation S-K.
Very truly yours,
STG-Coopers & Lybrand AG
/s/ P. Wirth /s/ G. Furrer
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P. Wirth G. Furrer
