CARDIA INC
8-K, 1999-11-18
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

      Date of Report (Date of earliest event reported): November 15, 1999



                                  CARDIA, INC.
             (Exact Name of Registrant as Specified in its Charter)



          MINNESOTA                       333-68167              41-1923885
(State or other jurisdiction of   (Commission File Number)    (I.R.S. Employer
       Incorporation)                                        Identification No.)


                   13770 FRONTIER COURT, BURNSVILLE, MINNESOTA
                 55337 (Address of principal executive offices)
                                   (Zip code)

                                 (612) 997-2100
               Registrant's Telephone Number, Including Area Code

<PAGE>


ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.

       Effective November 15, 1999, PricewaterhouseCoopers LLP resigned as the
principal accountant to audit Cardia, Inc.'s financial statements, beginning
with its financial statements for the year ending December 31, 1999.

       The report of PricewaterhouseCoopers LLP on the financial statements of
the Company for the past two fiscal years did not contain an adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
scope or accounting principles. There were no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure during the
Company's most recent two fiscal years ending December 31, 1998, and each
subsequent interim period preceding November 15, 1999 which, if not resolved to
PricewaterhouseCoopers LLP's satisfaction, would have caused
PricewaterhouseCoopers LLP to make reference to the subject matter of the
disagreements in connection with their reports.

       The Company requested that PricewaterhouseCoopers LLP furnish a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements made by the Company, and, if not, stating the respects in
which it does not agree. A letter from PricewaterhouseCoopers LLP is included as
Exhibit 16 to this report, stating their agreement with the statements made by
the Company in this report.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

       (c)    Exhibits.

              16 Letter dated November 18, 1999 from PricewaterhouseCoopers LLP.


                                        2
<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.

                                       CARDIA, INC.


Dated: November 18, 1999               By:  /s/ Joseph A. Marino
                                          --------------------------------------
                                          Chief Executive Officer


                                        3
<PAGE>


                                  EXHIBIT INDEX


       16  Letter of PricewaterhouseCoopers LLP


                                        4



                                                                      EXHIBIT 16




November 18, 1999


Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C. 20549

Commissioners:

We have read the statements made by Cardia, Inc., 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 dated November 18, 1999. We agree with the statements
concerning our Firm in such Form 8-K.

Very truly yours,



/s/ PricewaterhouseCoopers LLP



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