MICROTECH MEDICAL SYSTEMS INC
8-K/A, 1996-09-11
LABORATORY APPARATUS & FURNITURE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------

                                   FORM 8-K/A

                                 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)

                                                            
<PAGE>

                                EXPLANATORY NOTE

         This Form 8-K/A constitutes  Amendment No. 2 to the Form 8-K filed with
the  Securities and Exchange  Commission on August 27, 1996.  This Form 8-K/A is
being filed for the purpose of amending and restating Item 4 of the Form 8-K and
filing a new Exhibit 16.1, which Exhibit supersedes the previously filed Exhibit
16.1.


                                      - 2 -

<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 reports for the fiscal years ending December
31,  1994 and 1995  contain  no  adverse  opinion,  disclaimer  of  opinion,  or
modification as to uncertainty, audit scope or accounting principles. During the
Registrant's  two most recent fiscal years and any  subsequent  interim  periods
through  the  date  of  Hein +  Associates  LLP's  resignation,  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


                                      - 3 -

<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.

Date: September 11, 1996                         MICROTECH MEDICAL SYSTEMS, INC.


                                                 By: /s/ J. Royce Renfrow
                                                    ----------------------------
                                                      J. Royce Renfrow
                                                      General Counsel and
                                                      Corporate Secretary



                                      - 4 -

<PAGE>



                                  EXHIBIT INDEX

Exhibit No.            Description                                      Page No.
- --------------------------------------------------------------------------------
16.1                   Letter re change in Certifying Accountant           6

                                      - 5 -



                                  EXHIBIT 16.1




HEIN + ASSOCIATES LLP                                                 [LOGO]
Certified Public Accountants and Consultants
with offices in Houston, Dallas and Los Angeles
Telephone (303) 298-9600   Fax (303) 298-8118
717 17th Street, Suite 1600
Denver, Colorado  80202-3330



September 11, 1996

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

         RE:      Microtech Medical Systems, Inc.
                  2-94117-D

Dear Sirs:

         We have read Item 4 of the Microtech Medical Systems,  Inc. Form 8-K/A,
dated August 19, 1996 and filed with the Securities  and Exchange  Commission on
September 11, 1996, and are in agreement  with the  statements  contained in the
second paragraph therein as they relate to us.

Very truly yours,

/s/  Hein + Associates LLP
HEIN + ASSOCIATES LLP


                                      - 6 -



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