ARTERIAL VASCULAR ENGINEERING INC
8-K, 1996-05-14
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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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) May 10, 1996 (May 8, 1996)

                       ARTERIAL VASCULAR ENGINEERING, INC.
             (Exact name of registrant as specified in its charter)

                                     0-27802
                            (Commission File Number)

                 Delaware                                  94-3144218
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)

 5355 Skylane Boulevard, Santa Rosa, California              95403
   (Address of principal executive offices)                (Zip code)

                                 (707) 525-0111
              (Registrant's telephone number, including area code)


<PAGE>


Item 4.         Changes in Registrant's Certifying Accountants

                (a)   Effective May 9, 1996,  the Board of Directors of Arterial
                      Vascular Engineering,  Inc. engaged the accounting firm of
                      Ernst & Young L.L.P. as independent public accountants for
                      the Registrant.  Coopers & Lybrand L.L.P.  were terminated
                      effective May 8, 1996. The  Registrant's  audit  committee
                      approved these actions.

                (b)   During the two most  recent  fiscal  years and  subsequent
                      interim  periods  prior  to  May 8,  1996  there  were  no
                      disagreements  with Coopers & Lybrand L.L.P. on any matter
                      of accounting principles or practices, financial statement
                      disclosure, auditing scope or procedure, or any reportable
                      events.

                (c)   The report of Coopers & Lybrand  L.L.P.  on the  financial
                      statements  of the  Registrant  for  the  past  two  years
                      contained  no  adverse  opinion  or  other  disclaimer  of
                      opinion   and  was  not   qualified   or  modified  as  to
                      uncertainty, audit scope or accounting principles.

                (d)   The Registrant has not consulted with Ernst & Young L.L.P.
                      during the last two years or subsequent  interim period on
                      either the application of accounting principles or type of
                      opinion   Ernst  &  Young   L.L.P.   might  issue  on  the
                      Registrant's financial statements.

                (e)   The  Registrant  requested  that Coopers & Lybrand  L.L.P.
                      furnish a letter addressed to the SEC stating whether they
                      agree with the above  statements.  A copy of the Coopers &
                      Lybrand  L.L.P.  letter to the SEC, dated May 10, 1996, is
                      filed as an exhibit to this Form 8-K.

Item 7.         Financial Statements and Exhibits

                Exhibit

                16.2  Letter re change in Registrant's certifying accountants.



                                     Page 2

<PAGE>


                   INDEX TO FINANCIAL STATEMENTS AND EXHIBITS

Exhibit                                                           Sequential
Number        Description                                         Page Number
- - -------       -----------                                         -----------

16.2          Letter re change in certifying accountants                 5




                                     Page 3

<PAGE>



                                   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 thereunto duly authorized.



                               ARTERIAL VASCULAR ENGINEERING, INC.



Date:    May 10, 1996          /S/ John D. Miller
                               ------------------
                               John D. Miller
                               Vice President Finance, Chief Financial Officer



                                     Page 4



<TABLE>
<CAPTION>

<S>           <C>                           <C>                    <C> 
Coopers       Coopers & Lybrand L.L.P.      Ten Almaden Boulevard  telephone (408) 295-1020
& Lybrand     a professional services firm  Suite 1600             facsimile (408) 292-1382
                                            San Jose, Ca 95113

                                            3000 Sand Hill Road
                                            Building 2, Suite 150  telephone (415) 493-1552
                                            Menlo Park, Ca 94025   facsimile (415) 854-3623
</TABLE>





May 10, 1996



Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549


Gentlemen:

We have read the statements made by Arterial  Vascular  Engineering,  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 for the month of
May 1996. We agree with the statements concerning our Firm in such Form 8-K.


                               Very truly yours,


                               /s/ Coopers & Lybrand L.L.P




Coopers  & Lybrand  L.L.P.  is a member of  Coopers & Lybrand  International,  a
limited liability association incorporated in Switzerland.


                                     Page 5


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