ARRHYTHMIA RESEARCH TECHNOLOGY INC /DE/
8-K/A, 1998-07-10
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       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
                                       
                                 Amendment No. 1

                                  June 24, 1998
                Date of Report (Date of Earliest event reported)

                      Arrhythmia Research Technology, Inc.
            (Exact name of registrant as specified in its charter)

        Delaware                           1-9731                72-0925679
(State of other jurisdiction            (Commission            (IRS Employer
     of incorporation)                  File Number)        (Identification No.)
                                       
                       5910 Courtyard Drive, Suite 300
                            Austin, Texas 78731
                   (Address of Principal executive offices)

                               (512) 343-6912
              (Registrant's telephone number, including area code)

                                      N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)

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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

      (i)     Coopers & Lybrand L.L.P. has resigned as the registrant's 
              certifying accountant.

      (ii)    The principal accountant's report on the financial statements 
              for neither of the past two years contained an adverse opinion 
              or a disclaimer of opinion, or was qualified or modified as to 
              uncertainty, audit scope, or accounting principles.

      (iii)   The Board of Directors had made a decision in April 1998 to 
              retain a new certifying accountant. In its response, dated 
              July 1, 1998, PricewaterhouseCoopers LLP stated that it was 
              unable to verify the Board's actions in April 1998. In 
              connection with the preparation of the filing of the 
              registrant's 10Q for the quarter ended March 31, 1998. The 
              former accountant requested copies of all minutes for the 
              relevant quarter. The minutes of the April 1998 meeting were 
              not provided to the former accountants because the individual 
              responsible for keeping the minutes was out of the office and 
              the individual who provided access to the minutes was unaware 
              of the existence of the April 1998 minutes.
              
      (iv)    During the registrant's two most recent fiscal years and any 
              subsequent interim period preceding the resignation of 
              registrant's former accountant, there were no disagreements with 
              the former accountant on any matter of accounting principles or 
              practices, financial statement disclosure, or auditing scope or 
              procedure, which disagreement(s), if not resolved to the 
              satisfaction of the former accountant, would have caused it to 
              make a reference to the subject matter of the disagreement(s) 
              in connection with its report.

      (v)     During the registrant's two most recent fiscal years and any 
              subsequent interim period preceding the resignation of 
              registrant's former accountant, there were no events (even 
              though the registrant and the former accountant did not express 
              a difference of opinion regarding the event) listed in 
              paragraphs (a)(2)(v)(A) through (D) of Item 304 of Regulation 
              S-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

      Exhibit 1. Letter, dated July 1, 1998, to Securities and Exchange 
      Commission from PriceWaterhouseCoopers LLP.

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<PAGE>
                                       
                                  SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

                                       ARRHYTHMIA RESEARCH TECHNOLOGY, INC.

Date:  July 10, 1998                   By: /s/ Sidney M. Barbanel
                                           -------------------------------------
                                           Sidney M. Barbanel, President


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