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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) June 26, 1997
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CARDIODYNAMICS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
California 0-11868 95-3533362
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6155 Cornerstone Court East, Suite 125, San Diego, California 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 535-0202
n/a
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(Former name or former address, if changed since last report)
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
In June, 1997, the Audit Committee of the Board of Directors
recommended, and the Board of Directors approved, the engagement of
the independent certified public accounting firm of KPMG Peat Marwick
LLP to audit the financial statements of the Company for the fiscal
year ended November 30, 1997. Accordingly, that firm was so engaged
on June 26, 1997 and the engagement of Peterson & Co. as the Company's
independent auditors was discontinued on June 26, 1997.
The report of Peterson & Co. on the Company's financial statements for
the fiscal year ended November 30, 1995 did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or modified
as to audit scope or accounting principles. The report did contain,
however, an explanatory paragraph regarding the Company's ability to
continue as a going concern. The Company's financial statements for
the fiscal year ended November 30, 1996 did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principles.
There were no disagreements between the Company and Peterson & Co. on
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of Peterson & Co., would have caused Peterson & Co.
to make reference to the matter in their reports, and Peterson & Co.
never advised the Company of any event of the kind mentioned in Item
304(d)(1)(iv)(B) of Regulation S-B.
The Company has not consulted with KPMG Peat Marwick LLP during the
last two years or subsequent interim period prior to June 26, 1997 on
either the application of accounting principles to a specific
completed or contemplated transaction, or the type of opinion KPMG
Peat Marwick LLP might issue on the Company's financial statements.
No written or oral advice was provided to the Company by KPMG Peat
Marwick LLP that was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial
reporting issues.
The Company requested Peterson & Co. to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or
not Peterson & Co. agrees with the above statements. The furnished
letter, which is attached as an Exhibit, states that Peterson & Co.
agrees with the above statements.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
16.1 Letter dated June 26, 1997 from Peterson & Co.
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.
CARDIODYNAMICS
INTERNATIONAL CORPORATION
By: /s/ Richard E. Otto
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Richard E. Otto
Chief Executive Officer
Date: JUNE 26, 1997
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
16.1 Letter dated June 26, 1997 from Peterson & Co.
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.
CARDIODYNAMICS
INTERNATIONAL CORPORATION
By: _____________________
Richard E. Otto
Chief Executive Officer
Date: ________________
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[LETTERHEAD]
June 26, 1997
SECURITIES AND EXCHANGE COMMISSION
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir:
We have read and agree with the comments in Item 4 of Form 8-K of Cardiodynamics
International Corporation dated June 26, 1997.
/s/ PETERSON & CO.
cc: Steven Loomis
Chief Financial Officer
Cardiodynamics
