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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): February 20, 1997
APACHE MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 000-20805 23-2476415
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
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1650 Tysons Boulevard, McLean, Virginia 22102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 847-1400
None
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(Former name or former address, if changed since last report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous Independent Accountants
(i) On February 14, 1997, APACHE Medical Systems, Inc.
(the "Company") notified KPMG Peat Marwick LLP
("KPMG") of its intention to replace KPMG as its
principal accountants, effective upon the completion
of KPMG's audit of the Company's financial statements
for the 1996 fiscal year. The action was recommended
by the Company's Audit Committee and was approved by
the Company's Board of Directors. The Company
replaced KPMG after reviewing proposals from other
major accounting firms.
(ii) KPMG's reports on the Company's financial statements
for the 1994 and 1995 fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were
not qualified or modified as to uncertainty, audit
scope or accounting principals.
(iii) During the 1994 and 1995 fiscal years and the
subsequent interim period from January 1, 1996 to
February 20, 1997, (A) there were no disagreements
with KPMG 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 KPMG, would have
caused KPMG to make a reference to the subject matter
of the disagreements in connection with its reports
in the financial statements for such years, and (B)
there were no reportable events as described in Item
304 of Regulation S-K.
(iv) The Company provided KPMG with a copy of this report
no later than the date this report was filed with the
Securities and Exchange Commission and has requested
that KPMG furnish it with the letter described in
Item 304(a)(3) of Regulation S-K. A copy of the
letter from KPMG to the Securities and Exchange
Commission described in Item 304(a)(3) of Regulation
S-K is filed as Exhibit 16.1 hereto.
(b) New Independent Accountants
(i) The Company has engaged Arthur Andersen LLP ("Arthur
Andersen") as the Company's principal accountants to
audit the Company's financial statements, effective
upon the later of the completion of KPMG's audit of
the Company's financial statements for the 1996
fiscal year and February 20, 1997. The action was
recommended by the Company's Audit Committee and
approved by the Company's Board of Directors and will
be submitted to the Company's stockholders for
ratification at the Company's 1997 Annual Meeting of
Stockholders. Neither the Company nor anyone on its
behalf has consulted with Arthur Andersen regarding
(A) the application of accounting principles to a
specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered
on the Company's financial statements, or (B) any
matter that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv)
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of Regulation S-K) or a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements and Exhibits.
Not Applicable.
(b) Exhibits.
The exhibit listed in the accompanying Exhibit Index is filed
as part of this Current Report on Form 8-K.
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SIGNATURE
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.
APACHE MEDICAL SYSTEMS, INC.
Date: February 20, 1997 By: /s/ Gerald E. Bisbee, Jr.
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Gerald E. Bisbee, Jr.
Chairman and Chief Executive Officer
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APACHE MEDICAL SYSTEMS, INC.
EXHIBIT INDEX TO FORM 8-K REPORT
Exhibit Description
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16.1 Letter from KPMG Peat Marwick LLP dated February 20, 1997.
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Exhibit 16.1
February 20, 1997
Securities Exchange Commission
Washington, DC 20549
Ladies and Gentleman:
We have read APACHE Medical Systems, Inc.'s statements included under Item 4 of
its Form 8-K dated February 20, 1997 and we agree with such statements
contained in paragraphs (a) (ii) and (iii) therein. We have no basis to agree
or disagree with other statements of the Registrant contained therein.
Very Truly yours,
/s/ KPMG Peat Marwick LLP
McLean, Virginia
