UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Date of Report: August 13, 1999
Electro-Catheter Corporation
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(Exact name of Registrant as specified in Charter)
New Jersey 0-7578 22-1733406
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(State of Incorporation) (Commission File (IRS Employer ID
Number) Number)
2100 Felver Court, Rahway, New Jersey 07065
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number
Including Area Code: 732-382-5600
<PAGE>
Item 4. Changes in Registrant's Certifying Accountants
KPMG LLP was previously the principal accountants for Electro-Catheter
Corporation (the "Company"). On August 9, 1999, that firm resigned. On May 14,
1999, the Company sought protection pursuant to the provisions of Chapter 11 of
the Federal Bankruptcy Code. The Chapter 11 proceeding was filed in the United
States Bankruptcy Court for the District of New Jersey in Trenton. The Company
has suspended the production of catheters but continues to ship catheters from
its inventory while attempting to reorganize. The Company plans on retaining an
accounting firm if it emerges from Chapter 11.
In connection with the audits of the two fiscal years ended August 31,
1998, and the subsequent interim period through August 9, 1999, there were no
disagreements with KPMG LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement.
The audit reports of KPMG LLP on the financial statements of the Company as
of and for the fiscal years ended August 31, 1998 and 1997 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles, except as follows: KPMG
LLP's auditors' report on the financial statements of the Company as of and for
the fiscal years ended August 31, 1998 and 1997 contained a separate paragraph
stating that "the Company has suffered recurring losses from operations, has a
net capital deficiency and has limited working capital resources which raise
substantial doubt about its ability to continue as a going concern." As noted
above, the Company has sought protection pursuant to the provisions of Chapter
11 of the Federal Bankruptcy Code. The Company's financial statements and
financial statement schedule did not include any adjustments that might result
from the outcome of this uncertainty. A letter from KPMG LLP is attached as
Exhibit 16.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed in its behalf by the
undersigned thereunder duly authorized.
ELECTRO-CATHETER CORPORATION
(Registrant)
By/s/Ervin Schoenblum
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Ervin Schoenblum
Acting President and Chief Operating Officer
Dated: August 13, 1999
August 13, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Electro-Catheter Corporation
and, under the date of October 30, 1998, we reported on the financial statements
of Electro-Catheter Corporation as of August 31, 1998 and 1997 and for each of
the years in the three-year period ended August 31, 1998. On August 9, 1999, we
resigned. We have read Electro-Catheter Corporation's statements included under
Item 4 of its form 8-K dated August 13, 1999, and we agree with such statements
that relate to our relationship with Electro-Catheter Corporation. However, we
are not in a position to agree or disagree with Electro-Catheter Corporation's
statements regarding bankruptcy filing, Electro-Catheter Corporation's business
activities and plans on retaining an accounting firm.
Very truly yours,
KPMG LLP
