REHABILICARE INC
8-K, 1997-01-17
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       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: January 17, 1997




                                Rehabilicare Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



         Minnesota                      0-9407                  41-0985318
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(State or other jurisdiction   (Commission File Number)      (I.R.S. Employer 
     of Incorporation)                                      Identification No.)




               1811 Old Highway Eight, New Brighton, MN 55112-3493
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               (address of principal executive offices) (Zip Code)




       Registrant's telephone number, including area code: (612) 631-0590
- -------------------------------------------------------------------------------




- --------------------------------------------------------------------------------
             (Former name or address, if changed since last report.)



Item 4.  Change in Registrant's Certifying Accountant.

         (a) PREVIOUS INDEPENDENT ACCOUNTANT. The Board of Directors of
Rehabilicare Inc. (the "Company") determined on January 13, 1997 to dismiss its
certified public accountant and to retain a new certified public accounting
firm. Arthur Andersen LLP ("Arthur Andersen") ceased being the Company's
independent auditors on such date.

         During the past two fiscal years, and to the date hereof, no report of
Arthur Andersen on the financial statements of the Company has contained an
adverse opinion, disclaimer of opinion, or was qualified as to uncertainty,
audit scope, or accounting principles. The Company has had no disagreements with
Arthur Andersen during such period on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which
remained or remains unresolved or caused or would have caused a reference to the
disagreement in connection with the reports of Arthur Andersen. During the past
two fiscal years and to the date hereof, the Company has not (i) been advised by
Arthur Andersen that the Company does not have internal controls necessary to
develop reliable financial statements; (ii) been advised by Arthur Andersen that
it is or was no longer able to rely on management's representations or that it
is or was unwilling to be associated with financial statements prepared by
management; (iii) been advised by Arthur Andersen of a need to expand the scope
of an audit or refused or dismissed Arthur Andersen in order to limit the scope
of any audit or any investigation; (iv) been advised by Arthur Andersen that
information has come to Arthur Andersen's attention that materially impacts the
fairness or reliability of any audit report or financial statement issued or to
be issued.

         (b) NEW INDEPENDENT ACCOUNTANTS. On January 13, 1997 the Company
engaged Price Waterhouse LLP as its new independent accountants. The Company has
not during the past two fiscal years, or during the period from the end of its
most current fiscal year to the date hereof, consulted Price Waterhouse LLP
regarding either (i) the application of accounting principles to a specified
transaction, or the type of audit opinion that might be rendered on its
financial statements, for which it received written or oral advice that was
considered important in reaching any decision (financial or otherwise), or (ii)
any matter that was either a subject of disagreement or a reportable event.

Item 7.  Financial Statements and Exhibits.

         (c)  EXHIBITS
                  16.  Letter of Arthur Andersen LLP


                                   SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                   REHABILICARE INC.
                                   
                                   
                                    BY                 S/B W. GLEN WINCHELL
                                        ----------------------------------------
                                        W. Glen Winchell, Vice President Finance
                                        and Chief Financial Officer
                                
Dated:  January 17, 1997



January 16, 1997

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




Dear Ladies and Gentlemen:

We have read item 4(a) included in the attached Form 8-K dated January 13, 1997
of Rehabilicare Inc. filed with the Securities and Exchange Commission and are
in agreement with the statements contained therein.

Very truly yours,

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP




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