SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): 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 Offices) (Zip Code)
414-798-8282
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(Registrant's telephone number; including area code)
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Item 5. Other Events.
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On October 5, 1999, Criticare Systems, Inc. (the "Company") issued a press
release to notify investors that the Company does not have an audit report with
respect to the financial statements contained in its Form 10-K filed on
September 28, 1999. A copy of the Company's press release dated October 4, 1999
is filed as an exhibit to this report and is incorporated by reference herein.
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
20.1--Press Release dated October 5, 1999.
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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 5, 1999
BY /s/ Joseph M. Siekierski
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Joseph M. Siekierski, Vice President- Finance
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FOR IMMEDIATE RELEASE
NOTICE FROM CRITICARE SYSTEMS, INC.
REGARDING FINANCIAL STATEMENTS IN FORM 10-K
Waukesha, Wisconsin, October 5, 1999: Criticare Systems, Inc. (Nasdaq National
Market: CXIM) is notifying investors that Criticare does not have an audit
report covering the financial statements contained in its Form 10-K filed on
September 28, 1999. Our accounting firm did not issue an audit report reflected
in the Form 10-K. As a result, Criticare cautions investors that the financial
statements contained in the Form 10-K are not audited and should be treated
accordingly.
As an explanation to our shareholders, management believes all material issues
prior to the filing were clearly communicated, understood and agreed to by our
auditors. We were subsequently informed this was not the case and we had filed
our Form 10-K without their consent. We understand that the last issues in
question addressed support for (1) the conclusion that Criticare operates in one
business segment and (2) support for the amount of our Year 2000 expenditures.
We mistakenly thought we had provided adequate support for those items reported
in the Form 10-K and proceeded to file. As a result of this event, the auditors
have declined to continue the relationship. We expect to immediately engage
another accounting firm and will be undergoing an additional audit. Management
firmly believes this additional audit will not result in a material change in
our financial statements.
Criticare Systems, Inc. designs, manufactures and markets cost-effective patient
monitoring systems and noninvasive sensors for a wide-range of hospitals and
alternate health care environments throughout the world.
This press release contains forward-looking statements. Such statements refer
to our beliefs and expectations. Forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those described. Such uncertainties include, but are not
limited to, our ability to promptly engage new auditors and the results of the
additional audits.
