IMATRON INC
8-K, 1997-07-08
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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)    July 1, 1997
                                                            --------------------

                                  IMATRON INC.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                   New Jersey
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


        0-12405                                        94-2880078
- ------------------------------           ---------------------------------------
(Commission File Number)                   (I.R.S. Employer Identification No.)

   389 Oyster Point Boulevard, South San Francisco, CA                94080
- --------------------------------------------------------------------------------
          (Address of Principal Executive Offices)                  (Zip Code)

                                 (415) 583-9964
- --------------------------------------------------------------------------------
          (Registrant's Telephone Number, Including Area Code)


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>

ITEM 4.  Changes In Registrant's Certifying Accountants.

         On July 1, 1997 the Registrant  changed  independent  accountants  from
Ernst & Young LLP to KPMG Peat  Marwick LLP. The reports of Ernst & Young LLP on
the  financial  statements  for the past two  fiscal  years did not  contain  an
adverse  opinion or a  disclaimer  of opinion  nor were either  qualified  as to
uncertainty,  audit  scope,  or  accounting  principles.  The decision to change
accountants was approved by the audit committee of the board of directors and by
the board of directors. During the registrant's two most recent fiscal years and
during the two most recent interim periods preceding such change,  there were no
disagreements with Ernst & Young LLP 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.


ITEM 7.  EXHIBITS

         7.1  Letter  dated July 2, 1997 from  Ernst & Young to  Securities  and
Exchange Commission.


                                   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 hereunto duly authorized.


                                                  IMATRON INC.
                                     ----------------------------------------

Date: July 2, 1997                   By       /s/ Gary H. Brooks
                                     ----------------------------------------
                                                  Gary H. Brooks
                                     Its: Vice President, Finance and
                                          Administration, Chief Financial
                                          Officer and Secretary





                                   EXHIBIT 7.1



ERNST AND YOUNG LLP     Suite 200                            Phone: 510 977 2900
                        1331 North California Blvd.            Fax: 510 977 2994
                        Walnut Creek, California 94596


July 2, 1997


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


Gentlemen:

We have read Item 4 of Form 8-K dated July 2, 1997,  of Imatron  Inc. and are in
agreement  with the statements  contained in the second and fourth  sentences of
the  paragraph  on page 2 therein.  We have no basis to agree or  disagree  with
other statements of the registrant contained therein.


                                                     Very truly yours,


                                                     /s/ Ernst & Young LLP
                                                     ---------------------------



       Ernst & Young LLP is a member of Ernst & Young International, Ltd.




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