EUROMED INC
8-K/A, 1996-12-12
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                   FORM 8-K/A
                                (AMENDMENT NO.1)

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



     Date of Report (Date of earliest event reported)    November 19, 1996     
                                                      -------------------------

                                EuroMed, Inc.
          ---------------------------------------------------------
           (Exact name of registrant as specified in its charter)


         Nevada                      0-27720                      88-031770     
      --------------                ------------              -----------------
(State or other jurisdiction        (Commission                 (IRS Employer
    of incorporation                File Number)             Identification No.)


       Wilhelminakanaal Noord 6, NL 4902VR Oosterhout, The Netherlands
    ---------------------------------------------------------------------
     (Address of principal executive offices)              (Zip Code)


 Registrant's telephone number, including area code     011-31-16-203-7440
                                                     ---------------------------
<PAGE>   2
Reference is made to the Current Report on Form 8-K filed on by the Company on
November 26, 1996 (the "Form 8-K"). The Form 8-K is amended in its entirety by
the following:

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         On November 19, 1996, KPMG Accountants N.V. ("KPMG") resigned as
EuroMed, Inc.'s independent public accountant.  No report of KPMG for EuroMed
has contained an adverse opinion or a disclaimer of opinion, or was qualified
or modified as to uncertainty, audit scope, or accounting principles.  There
have been no disagreements between KPMG and EuroMed as described in Item
304(a)(1)(iv) of Regulation S-K or events of the kind set forth in Item
304(a)(1)(v) of Regulation S- K.

         EuroMed provided KPMG with the above disclosures prior to filing the
Form 8-K with the Commission, and is filing herewith KPMG's response to those
disclosures pursuant to Item 304(a)(3) of Regulation S-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits

<TABLE>
<CAPTION>
         Exhibit No.               Description
         -----------               -----------
<S>                                <C>
         16                        Letter Regarding Change in Principle 
                                   Accountant by KPMG Accountants (1)
</TABLE>
                                


- ---------------
         (1)   Filed herewith.




                                      2
<PAGE>   3
                                   SIGNATURES


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


                                             EUROMED, INC.



Date:  December 12, 1996                     By:  /s/ Robert A. Shuey, III 
                                                  ----------------------------
                                                  Robert A. Shuey, III
                                                  Co-Chief Executive Officer





                                       3



<PAGE>   4
                              INDEX TO EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT
NUMBER                   DESCRIPTION
- -------                  -----------
<S>              <C>
  16          -  Letter Regarding Change in Principle Accountant by KPMG 
</TABLE>



<PAGE>   1
                        [KPMG ACCOUNTANTS LETTERHEAD]





Offices of the Chief Accountant
SECPS Letter Files
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
WASHINGTON D.C.  20549
U.S.A.


December 3, 1996





Ladies and Gentlemen,

We were previously principal accountants for EuroMed Inc. and under the date of
February 15, 1996, we reported on the consolidated financial statements of
EuroMed Inc. and subsidiaries as of and for the years ended December 31, 1995
and 1994.  On November 19, 1996, we resigned.

In connection with the audits of its two fiscal years ended December 31, 1995
and the subsequent interim period through November 19, 1996, there were no
disagreements between EuroMed Inc. on any matter of accounting principles of
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved by us would have caused us to make reference
in connection with our opinion to the subject matter of the disagreement.

Our audit reports on the consolidated financial statements of EuroMed Inc. and
subsidiaries as of and for the years ended December 31, 1995 and 1994, did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles.

We resigned as principal accountants because we believe that the current
internal control structure of EuroMed Inc. is not adequate to develop reliable
financial statements.

Very truly yours,

/s/ KPMG ACCOUNTANTS LLP


Ref.:  G. Ramanathan


Copy:   Euromed Inc.            Oosterhout, The Netherlands
        Mr. R. F. Dahlson       Jackson & Walker, Dallas, TX



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