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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
Date of Report (Date of earliest event reported) March 9, 2000
HEALTHSTAR CORP.
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(Exact name of registrant as specified in its charter)
Delaware 0-19499 91-1934592
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
15720 North Greenway Hayden Loop, Suite 1,
Scottsdale, Arizona 85260
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (480) 451-8575
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(Former name or former address, if changed since last report.)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a)(1)(i) On March 9, 2000 KPMG LLP ("KPMG") notified HealthStar Corp. (the
"Company") of their resignation as independent accountants for the Company.
(a)(1)(ii) The audit report of KPMG LLP on the consolidated financial
statements of HealthStar Corp. and subsidiaries as of March 31, 1999 and for
the years ended March 31, 1999 and 1998, did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles.
(a)(1)(iii) The Company is currently seeking a successor accounting firm but
has not yet engaged any firm.
(a)(1)(iv) In connection with the audits of the two fiscal years ended
March 31, 1999 and the subsequent interim period through March 9, 2000, there
were no disagreements with KPMG LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused
them to make reference in connection with their opinion to the subject matter
of the disagreement.
(a)(1)(v) During the Company's year ended March 31, 1999 and any subsequent
interim period preceding this report, KPMG 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.
(a)(2) The Company has not yet selected a successor accounting firm to
KPMG and the Board of Directors of the Company have not approved the engagement
of any successor firm.
(a)(3) The Company has provided KPMG LLP with a copy of the foregoing
disclosures and has requested in writing that KPMG furnish it with a letter
addressed to the SEC stating whether or not it agrees with such disclosures. A
copy of such letter is filed as an exhibit to this report in accordance with
Item 601 of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS:
(a) Not applicable.
(b) Not applicable.
(c) Exhibit 16.1 The letter of KPMG LLP is filed as an exhibit to
this report in accordance with the provisions of Item 601 of
Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEALTHSTAR CORP.
a Delaware corporation
/s/ Steven A. Marcus
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Steven A. Marcus
Vice President and Chief Financial Officer
Date: March 15, 2000
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EXHIBIT INDEX
Exhibit 16.1 Letter of KPMG, LLP dated March 15, 2000 concerning their review
and comments with respect to the Item 4 disclosures contained in
this Form 8-K.
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EXHIBIT 16.1
[KPMG Letterhead]
One Arizona Center
400 E. Van Buren Street
Suite 1100
Phoenix, AZ 85004
March 15, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for HealthStar Corp. and, under the
date of May 28, 1999, we reported on the consolidated financial statements of
HealthStar Corp. and subsidiaries as of March 31, 1999 and for the years
ended March 31, 1999 and 1998. On March 9, 2000, we resigned. We have read
HealthStar Corp.'s statements included under Item 4 of its Form 8-K dated
March 15, 2000 and we agree with such statements, except that we are not in a
position to agree or disagree with the statements in Paragraphs 4(a)(1)(iii)
and 4(a)(2).
Very truly yours,
/s/ KPMG LLP
