SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT TO
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): May 15, 1998
PARADIGM MEDICAL INDUSTRIES, INC.
Exact name of registrant as specified in its charter
Utah 0-19365 87-0368981
State or other Commission File No. IRS Employer ID #
Jurisdiction of
Incorporation
1127 West 2320 South, Suite A, West Valley, Utah 84119
Address and zip code of principal executive offices
801-977-8970
Registrant's telephone number
Item 1. Changes in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposition of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
On May 15, 1998, the Company terminated its independent auditor relationship
with Coopers & Lybrand L.L.P. ("Coopers & Lybrand"). (A letter from
Coopers & Lybrand is attached to this filing as an exhibit.)
Coopers & Lybrand's reports on the financial statements of the Company
for the fiscal year ended December 31, 1997 and the three month period ended
December 31, 1996 did not contain an adverse opinion or a disclaimer of opinion
nor were qualified or modified as to uncertainty, audit scope or accounting
principles. The Coopers & Lybrand report on the fiscal year ended September 30,
1996 was modified to include an emphasis or matter explanatory paragraph
which addressed the Company's net losses, negative cash flows from operations
and accumulated deficit.
The decision to change accountants was approved by the Company's Audit
Committee.
During the fiscal year ended December 31, 1997, the three month period ended
December 31, 1996, the fiscal year ended September 30, 1996, and the period
January 1, 1998 through May 15, 1998, there were no disagreements with Coopers &
Lybrand on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures or any reportable events
other than the following:
1. The Company elected not to engage Coopers & Lybrand to perform a pre-
issuance review of the Company's 10-QSB for the three months ended March 31,
1998. This pre-issuance is apparently required under Coopers & Lybrands' firm
policies.
2. In a letter to the Company's Audit Committee members dated December 12,
1997, Coopers & Lybrand communicated certain matters involving internal control
and its operations that they considered to be material weaknesses.
On May 15, 1998, the Company engaged Tanner & Company ("Tanner") as its
independent auditors who will audit and report on the financial statements of
the Company for the fiscal year ended December 31, 1998. (A copy of a letter
from Tanner acknowledging review of this disclosure and engagement as the
Company=s new independent auditor is attached to this filing as an exhibit.)
Prior to engaging Tanner, neither the Company nor anyone acting on its behalf
consulted with Tanner regarding the application of accounting principles to any
specified transaction or the type of audit opinion that might be rendered on
the Company's financial statements. In addition, during the Company's fiscal
year ended December 31, 1997, the three month period ended December 31, 1996,
the fiscal year ended September 30, 1996, and during the period January 1, 1998
through May 15, 1998, neither the Company, nor anyone acting on its behalf
consulted with Tanner with respect to any matters that were the subject
of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a
reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Pursuant to Item 304 of Regulation S-K, the Company submitted a copy of this
Form 8-K to Coopers & Lybrand prior to filing with the Commission. The Company
will amend this disclosure to include Coopers & Lybrand's response when and if
received.
Item 5. Other Events
Not Applicable
Item 6. Resignation of Registrant's Directors
Not Applicable
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits
Not Applicable
Item 8. Changes in Fiscal Year
Not Applicable
Item 9. Sales of equity securities pursuant to Regulation S
Not Applicable.
The following exhibits are filed with the Report.
Exhibit No. Description
10.1 Letter from Coopers & Lybrand L.L.P. recognizing the cessation of
the independent auditor relationship.
10.2 Letter from Tanner & Company acknowledging review of this disclosure
and engagement as the independent auditor of the Company.
10.3 Letter from Coopers & Lybrand dated June 8, 1998 agreeing with the
statements in the amended 8-K.
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.
PARADIGM MEDICAL INDUSTRIES, INC.
Thomas F. Motter
Chief Executive Officer and President
DATED: June 9, 1998
[Tanner & Company
Letterhead]
U.S. Securities and Exchange Commission
Washington, D.C. 20549
We have read Paradigm Medical Industries, Inc.'s Form 8-K dated May 15, 1998
regarding "Changes in Registrant's Certifying Accountant" and as pertaining
to our firm, we agree with the statements contained therein.
Tanner and Co.
Salt Lake City, Utah
May 21, 1998
[Coopers and Lybrand L.L.P.Letterhead]
May 20, 1998
Mr. Thomas F. Motter
President and Chief Executive Officer
Mr. Michael W. Stelzer
Chief Operating Officer
Mr. John W. Hemmer
Treasurer and Chief Financial Officer
Paradigm Medical Industries, Inc.
1127 West 2320 South, Suite A
Salt Lake City, UT 84119
Dear Sirs:
This is to confirm that the client-auditor relationship between Paradigm Medical
Industries, Inc. (Commission File Number 0-28498) and Coopers and Lybrand L.L.P.
has ceased.
Very truly yours,
Coopers and Lybrand L.L.P.
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street N.W.
Washington, D.C. 20549
[Coopers and Lybrand L.L.P. Letterhead]
June 8, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Paradigm Medical Industries, Inc.(copy
attached), which we understand was filed with the Commission on June 8, 1998,
pursuant to Item 4 of Form 8-K, as part of the Company's amended Form 8-K
report for the month of May, 1998. We agree with the statements concerning our
Firm in such amended Form 8-K.
Very truly yours,
Coopers&Lybrand
