UNITED STATES
U.S. 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): June 27, 2000
RSI SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 0-27106 41-1767211
---------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5555 W 78th Street, Suite F, Minneapolis, Minnesota 55439
--------------------------------------------------------- -------------------
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 896-3020
--------------
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
-1-
<PAGE>
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.
(a) Previous Independent Accountant.
Effective June 27, 2000, the Registrant dismissed KPMG LLP as its
independent accounting firm. The dismissal of KPMG LLP was approved by the Audit
Committee of the Board of Directors of the Registrant.
KPMG LLP's report on the financial statements of the Registrant for
each of the last two fiscal years ended June 30, 1999 and 1998 neither contained
an adverse opinion or a disclaimer of opinion, nor was qualified or modified as
to uncertainty, audit scope, or accounting principals.
During the registrant's two most recent fiscal years and the interim
period through June 26, 2000, there were no disagreements or "reportable events"
with KPMG LLP as described in Items 304 (a) (1) (iv) and (v) of Regulation S-K.
Accordingly, KPMG LLP has not advised the Registrant of (i) the absence of the
internal controls necessary for the Registrant to develop reliable financial
statements, (ii) any information which would cause KPMG LLP to no longer rely on
management's representations, or that KPMG LLP was unwilling to be associated
with the financial statements prepared by management, (iii) any need to expand
significantly the scope of its audit, or any information that if further
investigated may (a) materially impact the fairness or reliability of either a
previously issued audit report or the underlying financial statements or any
financial statements for any fiscal period subsequent to the date of the most
recent financial statements covered by an audit report or (b) cause it to be
unwilling to rely on management's representations or be associated with the
Registrant's financial statements, or (iv) any information that has come to the
attention of KPMG LLP that it concluded materially impacts the fairness or
reliability of either (a) a previously issued audit report or the underlying
financial statements or (b) any financial statements issued or to be issued
covering any fiscal period subsequent to the date of the most recent financial
statements covered by an audit report.
-2-
<PAGE>
(b) New Independent Accountant.
Effective June 27, 2000, the Registrant engaged Lund Koehler Cox &
Arkema LLP as its new independent accountanting firm. The Registrant has not had
any prior relationships with Lund Koehler Cox & Arkema LLP.
ITEM 5. OTHER EVENTS.
Not Applicable
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 1. KPMG LLP letter regarding Change in Certifying Accountant.
-3-
<PAGE>
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.
RSI Systems, Inc.
By: /s/ James D. Hanzlik
-------------------------------------
James D. Hanzlik
Its: Vice President of Finance
and Chief Financial Officer
Dated: June 30, 2000
-4-
