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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 22, 1998
U.S. MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-22390 68-0206382
(Commission File Number) (IRS Employer Identification No.)
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7600 Burnet Road, Suite 350
Austin, Texas 78757
(Address of principal executive office, including zip code)
(512) 458-3335
(Registrant's telephone number, including area code)<PAGE>
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 22, 1998, the Company appointed Arthur Andersen LLP ("Andersen")
to replace Faske Lay & Co., L.L.P. ("Faske") as independent auditors of the
Company for the fiscal year ending June 30, 1998. This change was made in
anticipation of the move of the Company's home office from Austin, Texas to
Houston, Texas. Faske, which served as independent public accountants of the
Company with respect to the Company's financial statements for the fiscal year
ended June 30, 1997, is based in Austin, Texas, and Andersen is a national
accounting firm with offices in Houston.
The report of Faske on the Company's consolidated financial statements for
the year ended June 30, 1997 contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principle, except that Faske's report on the consolidated financial
statements for the year ended June 30, 1997 included an explanatory paragraph
with respect to the Company having suffered recurring losses which raise
substantial doubt about its ability to continue as a going concern.
The decision to engage Andersen as the Company's independent auditors was
approved by the Company's board of directors.
In connection with the audit for the year ended June 30, 1997, and through
April 22, 1998, the Company has had no disagreements with Faske 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
Faske would have caused it to make reference thereto in its report on the
consolidated financial statements for such year.
During the year ended June 30, 1997 and through April 22, 1998, there have
been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
Faske has provided to the Company a letter addressed to the Securities and
Exchange Commission stating that it has reviewed the disclosure provided in this
Current Report and has no disagreement with the relevant portions of this
disclosure, pursuant to the requirements of Item 304(a)(3) of Regulation S-K. A
copy of such letter, dated as of April 22, 1998, is filed as Exhibit 16.1 to
this Current Report on Form 8-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
The following exhibit is filed as part of this report:
EXHIBIT NO. DESCRIPTION
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16.1 Letter dated April 22, 1998 regarding change in
certifying accountant (filed herewith)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
U.S. MEDICAL SYSTEMS, INC.
April 30, 1998 By: /s/ C. Lee Cooke
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C. Lee Cooke, Jr.
Chairman of the Board, President
and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 Letter dated April 22, 1998 regarding change in certifying
accountant
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EXHIBIT 16.1
[LETTERHEAD]
April 22, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
In re: U. S. Medical Systems, Inc.
File No. 0-22390
IRS EIN 68-0206382
Ladies and Gentlemen:
We have read Item 4 of U. S. Medical Systems, Inc. Form 8-K dated April 22, 1998
and are in agreement with the statements contained therein.
/s/ FASKE LAY & CO., L.L.P.
