MICROTECH MEDICAL SYSTEMS INC
8-K, 1996-08-27
LABORATORY APPARATUS & FURNITURE
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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 EXCHANGE ACT OF 1934




Date of report (Date of earliest event reported: August 19, 1996
                                                ------------------


                         MICROTECH MEDICAL SYSTEMS, INC.
               (Exact Name of Registrant as Specified in Charter)


Colorado                                2-94117-D                84-0867911
- --------------------------------------------------------------------------------
(State or Other Jurisdiction           (Commission              (IRS Employer
    of Incorporation)                  File Number)          Identification No.)


Holly Sugar Building, Suite 330, 
2 N. Cascade Avenue, Colorado Springs, CO                               80903
- -----------------------------------------                             ----------
(Address of Principal Executive Offices)                              (Zip Code)


Registrant's telephone number, including Area Code:     (719) 520-1800
                                                    ----------------------------

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



                                      - 1 -

<PAGE>

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         On August 19, 1996,  Hein + Associates LLP resigned as the  independent
auditors  of the  Registrant.  The Audit  Committee  of the  Board of  Directors
established  at its meeting held on August 15, 1996 has  instituted a search for
new  auditors  for the  Registrant  and  intends to  recommend  new  independent
auditors  to the  Board  of  Directors  at its  meeting  to be held on or  about
September 18, 1996.

         The independent  auditor's  report for the fiscal years ending December
31,  1994 and 1995  contain  no  adverse  opinion,  disclaimer  of  opinion,  or
qualifications as to uncertainty,  audit scope or accounting principles.  During
the Registrant's two most recent fiscal years and any subsequent interim periods
there were no disagreements  between the Registrant and Hein + Associates LLP on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure, or auditing scope or procedure.

         The Registrant  believes that the change of  independent  auditors will
ultimately result in lower expenditures for its auditing and accounting needs.

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

         (a)      Financial Statements of Business Acquired.

           None.

         (b)      Pro Forma Financial Information.

           None.

         (c)      Exhibits.

EXHIBIT NO. 16.1 Letter re change in Certifying Accountant*


*To be filed by amendment

                                      - 2 -

<PAGE>


                                    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.


                                                 MICROTECH MEDICAL SYSTEMS, INC.

                                                 (Registrant)




Date:  August 26, 1996                           By: /s/ J. Royce Renfrow
                                                    ---------------------
                                                      J. Royce Renfrow
                                                      General Counsel and
                                                      Corporate Secretary


                                      - 3 -

<PAGE>


                                  EXHIBIT INDEX

Exhibit No.   Description                                             Page No.

16.1          Letter re change in Certifying Accountant*    [Exhibit to be filed
                                                             by amendment.]

                                      - 4 -



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