CRITICARE SYSTEMS INC /DE/
8-K, 1999-10-13
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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):  October 5, 1999
                                                          ---------------

                             CRITICARE SYSTEMS, INC.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 ----------------------------------------------
                 (State or other jurisdiction or incorporation)

                000-16061                             39-1501563
         ------------------------          -----------------------------
         (Commission File Number)          (I.R.S. Employer I.D. Number)


        20925 Crossroads Circle
          Waukesha,  Wisconsin                               53186
          --------------------                               -----
(Address of Principal Executive Offices)                   (Zip Code)

                                  414-798-8282
                 ----------------------------------------------
              (Registrant's telephone number; including area code)

<PAGE>

Item  4.  Changes  in  Registrant's  Certifying  Accountant.
- -----------------------------------------------------------

(a)  (1)     Deloitte  &  Touche  LLP  (the  "Former  Accountants")  resigned as
independent  accounts  for Criticare Systems, Inc. (the "Company") on October 5,
1999.

The  Former  Accountants  reported on the Company's financial statements for the
fiscal  years  ended  June  30,  1997  and  1998.  The  reports  of  the  Former
Accountants  on  the  financial  statements  for such years contained no adverse
opinion  or  disclaimer  of  opinion  and  were  not qualified or modified as to
uncertainty,  audit  scope or accounting principles.  The Former Accountants did
not  issue  a  report  on the Company's financial statements for the fiscal year
ended  June  30,  1999.

The  Audit  Committee  of the Company's Board of Directors has not yet taken any
action  with  respect  to  the resignation of the Former Accountants.  The Audit
Committee  will  approve  any  successor  accounting  firm which the Company may
engage.

During  the Company's fiscal years ended June 30, 1998 and 1999, and through the
date  of this report, there were no disagreements with the Former Accountants on
any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure,  or auditing scope or procedure, which disagreements if not resolved
to  the  satisfaction  of  the Former Accountants would have caused them to make
reference  thereto  in  their report on the financial statements for such years.

During  the  fiscal  years ended June 30, 1998 and 1999, and through the date of
this  report,  the Former Accountants did not advise the Company with respect to
any  of  the matters described in paragraphs (a) (1) (v) (A) through (D) of Item
304  of  Regulation  S-K;  except  that  the Former Accountants have advised the
Company  that  the reports and consent of the Former Accountants included in the
Company's  Form 10-K for the year ended June 30, 1999, filed with the Securities
and Exchange Commission ("SEC") on September 28, 1999, were included without the
Former  Accountants'  knowledge  or  consent.

(a)  (2)          The  Company  has not yet engaged a successor accounting firm.

                                        2
<PAGE>

(a)  (3)     The  Company has provided the Former Accountants with a copy of the
foregoing  disclosures  and has requested in writing that the Former Accountants
furnish  it  with a letter addressed to the SEC stating whether or not it agrees
with  such disclosures.  A copy of such letter will be filed as an exhibit to an
amendment  to  this  report  in  accordance  with  Item  601  of Regulation S-K.


                                        3
<PAGE>
                                   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  13,  1999
                                   BY         /s/  Joseph  M.  Siekierski
                                        ----------------------------------------
                                                 Joseph M. Siekierski, Vice
                                                 President- Finance


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