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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): May 1, 1997
ENCORE MEDICAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 65-0572565
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9800 Metric Boulevard
Austin, Texas 78758
(Address of principal executive offices) (Zip code)
512-832-9500
(Registrant's telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective May 1, 1997, Encore Medical Corporation (the "Company")
dismissed its principal accountant, Richard A. Eisner & Company, LLP. It
changed its principal accountant to Price Waterhouse LLP. This change was made
as a result of the merger between Healthcare Acquisition, Inc., a wholly-owned
subsidiary of the Company, and Encore Orthopedics, Inc. ("Encore"). Price
Waterhouse LLP has been the principal accountant for Encore since April 1, 1992.
The prior principal accountant's report on the financial statements for
either of the past two years did not contain an adverse opinion or a disclaimer
of opinion, and was not, except as stated hereafter, qualified or modified as to
uncertainty, audit scope, or accounting principle. In its opinion related to
the financial statements for the year ended December 31, 1996, the prior
accountant noted that "the Company must liquidate in the event that it does not
consummate a business combination, or satisfy certain extension criteria, by
September 8, 1997, and, although the Company has signed a merger agreement with
a target company, there is no assurance that such merger will take place or that
the Company will have sufficient funds to seek another target company in the
event that the proposed merger does not take place." Such a merger did take
place on March 25, 1997.
The Board of Directors of the Company has approved the change in
accountants.
There were no disagreements with the former accountant on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of the former accountant, would have caused it to make reference to
the subject matter of the disagreement in connection with its report during the
Company's two most recent fiscal years and any subsequent interim period
preceding such dismissal.
There were no reportable events as defined in Item 304(a)(1)(v)
of Regulation S-K during the Company's two most recent fiscal years and
any subsequent interim period preceding such dismissal.
ITEM 7. EXHIBITS
Attached hereto is the statement from the former accountant
in compliance with Item 304(a)(3) of Regulation S-K.
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, thereunto duly authorized.
ENCORE MEDICAL CORPORATION
May 30, 1997 By: /s/ NICK CINDRICH
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Date Nick Cindrich, Chairman of the Board
and Chief Executive Officer
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[RICHARD A. EISNER & COMPANY, LLP LETTERHEAD]
May 20, 1997
Securities and Exchange Commission
Washington, DC 20549
Re: Encore Medical Corporation
Ladies and Gentlemen:
We have read Item 4 of the current report on Form 8-K being filed with
you on May 20, 1997 and are in agreement with the statements contained therein
except for matters relating to Price Waterhouse, LLP as to which we have no
knowledge.
Very truly yours,
/s/ Richard A Eisner & Company, LLP
Richard A Eisner & Company, LLP
