SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): October 5, 1999
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CRITICARE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction or incorporation)
000-16061 39-1501563
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(Commission File Number) (I.R.S. Employer I.D. Number)
20925 Crossroads Circle
Waukesha, Wisconsin 53186
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(Address of Principal Executive (Zip Code)
Offices)
414-798-8282
(Registrant's telephone number; including area code)
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The Form 8-K of Criticare Systems, Inc. dated October 5, 1999, filed with
the Securities and Exchange Commission on October 13, 1999, is hereby amended by
adding the following in response to Item 7.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
16.1-Letter of Deloitte & Touche LLP dated October 21, 1999, concerning
change in certifying accountants.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Criticare Systems, Inc. has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CRITICARE SYSEMS, INC.
Date: October 25, 1999
BY /s/ Joseph M. Siekierski
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Joseph M. Siekierski, Vice
President- Finance
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[Deloitte & Touche LLP letterhead]
October 21, 1999
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4 of Criticare Systems, Inc.'s (the "Company") current report
on Form 8-K dated October 5, 1999 (filed with the Securities and Exchange
Commission on October 13, 1999) and have the following comments:
1. We agree with the statements made in the first and second paragraphs.
2. We have no basis on which to agree or disagree with the statements made
in the third and sixth paragraphs.
3. We agree with the statements made in the fourth paragraph with the
following exception. In connection with our engagement to audit the Company's
financial statements for the year ended June 30, 1999, we had a disagreement
with the Company's senior management regarding the recording of a gain on the
proposed sale of a portion of the Company's investment in the common stock of
Immtech International, Inc. ("Immtech"), an equity method investee, in the
Company's fiscal 1999 financial statements. We advised senior management of the
Company on July 1, 1999 that, based upon the documentation that had been
provided to us as of that date, the proposed sale of Immtech stock was not
consummated on or before June 30, 1999. Therefore, we did not believe that the
recording of this transaction and recognition of a gain in the Company's
financial statements for the year ended June 30, 1999 would be appropriate under
generally accepted accounting principles. We subsequently discovered that
senior management of the Company had recorded the transaction and related gain,
contrary to our prior advice. After reviewing additional documentation provided
to us by the Company,
<PAGE>
we advised senior management that we still did not believe that the recognition
of the gain was appropriate. This matter was ultimately resolved when senior
management agreed to reverse the transaction.
4. We agree with the statements made in the fifth paragraph, except that we
disagree with the characterization of the reports and consent referred to in the
fifth paragraph as being "the reports and consent of the Former Accountants."
The reports and consent included in the Company's Form 10-K for the year ended
June 30, 1999, filed with the Securities and Exchange Commission on September
28, 1999, had not been issued by Deloitte & Touche LLP ("D&T"), were included in
such Form 10-K without D&T's knowledge or consent, and erroneously indicated
that the Company had reports and a consent signed by D&T in its possession. In
fact, at the time the Company filed its Form 10-K on September 28, 1999, D&T had
not completed the audit of the Company's 1999 financial statements and had not
issued any reports with respect to such incomplete audit.
5. We agree with the statements made in the first sentence of the seventh
paragraph. We have no basis on which to agree or disagree with the statements
made in the second sentence of the seventh paragraph.
Yours truly,
/s/ Deloitte & Touche LLP
cc: Mr. Joseph M. Siekierski
Vice President - Finance
Criticare Systems, Inc.
