SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) August 25, 1998
EP MedSystems, Inc.
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(Exact name of registrant as specified in its charter)
Commission file number 0-28260
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New Jersey 22-3212190
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(State or other jurisdiction of incorporation) (IRS Employer
Identification No.)
100 Stierli Court, Mount Arlington, New Jersey 07865
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (973) 398-2800
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Arthur Andersen LLP has been the Company's certifying
accountant since the inception of the Company in 1993. On
August 25, 1998 the Company notified Arthur Andersen that
the audit committee recommended and the board of directors
approved a change in the Company's certifying accountants to
PricewaterhouseCoopers LLP for the audit of the Company's
financial statements for the year ended December 31, 1998.
PricewaterhouseCoopers was engaged by the Company as
certifying accountant effective August 25, 1998.
Arthur Andersen's report on the Company's financial
statements for each of the past two years did not contain an
adverse opinion or a disclaimer of opinion, and was not
qualified nor modified as to uncertainty, audit scope, or
accounting principles.
During the Company's two most recent fiscal years and any
subsequent interim period preceding the change in
accountants, there were no disagreements with the former
accountant 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 the former accountant, would have caused it
to make a reference to the subject matter of the
disagreements in connection with its report.
During the Company's two most recent fiscal years and the
subsequent interim period preceding the change in the
Company's certifying accountant, none of the events listed
in paragraphs (a)(1)(v)(A) through (D) of Item 304 of
Regulation S-K occurred.
During the Company's two most recent fiscal years and the
subsequent interim period prior to engaging the Company's
new certifying accountant, the Company's new certifying
accountant was not consulted regarding any of the matters
set forth in paragraphs (a)(2) of Item 304 of Regulation S-K.
The Company has asked Arthur Andersen LLP to furnish it with
a letter, addressed to the Securities and Exchange
Commission, stating whether or not Arthur Andersen LLP
agrees with the above statements. A copy of such letter is
filed as Exhibit 16 of this Report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
Exhibits
Exhibit 16 Letter from Arthur Andersen LLP to the
Securities and Exchange Commission dated
August 28, 1998.
SIGNATURE
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.
EP MEDSYSTEMS, INC.
Dated: August 28, 1998 By /s/ James J. Caruso
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James J. Caruso
Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit Number Description
Exhibit 16 Letter from Arthur Andersen LLP to the
Securities and Exchange Commission dated
August 28, 1998.
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EXHIBIT 16
ARTHUR ANDERSEN LETTERHEAD
August 28, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street NW
Washington DC 20549
Dear Sir:
We have read Item 4 included in the Form 8-K dated August
28, 1998 of EP MedSystems, Inc. to be filed with the
Securities and Exchange Commission and are in agreement with
the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
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cc: Mr. James J. Caruso, EP MedSystems, Inc.
