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
July 6, 1999
------------
Date of Report
RMED International, Inc.
------------------------
(Exact Name of Registrant as Specified in its Charter)
COLORADO 0-14696 84-0898302
- -------- ------- ----------
(State of Incorporation) (Commission File (I.R.S. Employer
Number) Identification Number)
3925 North Hastings Way
Eau Claire, WI 54702
--------------------
(Address of Principal Office)
(715)831-0280
-------------
(Registrant's Telephone Number)
<PAGE>
Item 2. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
RMED International, Inc. (the "Company") has dismissed Oatley, Bystrom &
Hansen, PC as its certified public accountants responsible for auditing
the Company's financial statements, and appointed Grant Thornton LLP,
effective immediately. This action was taken by the Board of Directors
on June 10, 1999, which unanimously approved the written action. Oatley,
Bystrom & Hansen, PC's reports for the last two fiscal years contained
no adverse opinions, disclaimers, or qualifications or modifications as
to uncertainty, audit scope or accounting principles, and during such
two fiscal year period and the subsequent interim period since then,
there have been no disagreements with Oatley, Bystrom & Hansen, PC as to
any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to the
satisfaction of Oatley, Bystrom & Hansen, PC, would have caused it to
make reference to the subject matter of the disagreement in connection
with its reports, except for the following:
In connection with the audit of the consolidated financial statements of
the Company for the year ending December 31, 1998, Oatley, Bystrom &
Hansen, PC became aware that certain consigned raw material inventory
was treated as an asset of the Company, and informed the Company that it
disagreed with the Company's accounting treatment of consigned raw
material inventory. The Company agreed with Oatley, Bystrom & Hansen, PC
as to the proper treatment of consigned inventory, and Oatley, Bystrom
&Hansen, PC made appropriate adjustments to the consolidated financial
statements issued by the Company in its Form 10-KSB for the fiscal year
ended December 31, 1998. In the Company's view, the consolidated
financial statements issued by the Company in its Form 10-KSB accurately
account for its inventory.
(d) The Registrant has requested that Oatley, Bystrom & Hansen, PC
furnish it with a letter addressed to the SEC stating whether it
agrees with the above statements. A copy of Oatley, Bystrom &
Hansen's letter to the SEC, dated June 17, 1999, is filed as Exhibit
16 to the form 8-K.
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 thereunto duly authorized.
RMED International, Inc.
Date: July 6, 1999 By: /s/ Brenda Schenk
-----------------
Brenda Schenk, President & Principal
Financial Officer
3
OATLEY BYSTROM & HANSEN
A Professional Corporation of CPAs
6061 South Willow Drive, Suite 230
Greenwood Village, Colorado 80111
(303) 770-8383-Fax (303) 721-6925
June 17, 1999
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
This letter is in response to the request of RMED International, Inc. (the
"Company"), to review the disclosures it made in its recently filed Form 8-K
regarding a change in the Company's certifying accountants, a copy of which was
provided to the undersigned by the Company, and to provide it with a letter
addressed to the Commission stating whether we agree with the statements in the
disclosure.
We do not agree with that portion of the disclosure in the Form 8-K filed by the
Company which states that there were no disagreements with this firm on certain
matters. There had been disagreements over matters of auditing scope and
procedure and matters of accounting principles or practices, which if not
resolved to our satisfaction would have caused us to make reference to the
subject matter of the disagreements in connection with our report to the
Company's Board of Directors issued in connection with our audit of the
Company's financial statements for the two years ended December 31, 1997 and
December 31, 1998. Such disagreements involved primarily the issue of booking
consigned inventories as assets of the Company.
In addition, during our audit, information came to our attention that made us
unwilling to rely on management's representations or be associated with
financial statements prepared by management.
We discussed the matter of the disagreements with two members of the Board of
Directors of the Company, and all such matters were resolved to our satisfaction
in connection with the issuance of our audit report.
Oatley Bystrom & Hansen
By: /s/ D.H. Oatley
---------------
- --------------------------------------------------------------------------------
Business Advisors o Financial Consultants
American Institute of Certified Public Accountants
Colorado Society of Certified Public Accountants
SEC Practice Section o Private Companies Practice Section