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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) June 2, 1997
Summit Medical Systems, Inc.
(Exact name of registrant as specified in charter)
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<S> <C> <C>
Minnesota 0-26390 41-1545493
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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10900 Red Circle Drive, Minnetonka, Minnesota 55343
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 939-2200
N/A
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
On June 2, 1997, Summit Medical Systems, Inc. (the "Company") advised Ernst
& Young LLP ("Ernst & Young") that the Company was discontinuing Ernst & Young's
services as the Company's independent accountants. The decision to discontinue
Ernst & Young was unanimously approved by the Board of Directors of the Company.
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As previously announced by the Company, the Company's management and outside
legal counsel began an investigation of the Company's accounting practices after
concerns were brought to the attention of senior management and the Company's
Board of Directors by a new chief financial officer on February 27, 1997. The
outside legal counsel to the Company also retained Arthur Andersen LLP ("Arthur
Andersen") to assist in the investigation. At the same time, Ernst & Young
expanded the scope of its audit procedures. As a result of the investigation and
the expanded audit procedures, the Company included restatements of previously
reported financial position and results of operations for the years 1994 and
1995 and the nine months ended September 30, 1996 as part of its Annual Report
on Form 10-K for the fiscal year ended December 31, 1996, filed with the
Securities and Exchange Commission on April 4, 1997 (the "Annual Report").
Included in the Annual Report are the audited financial statements for the year
ended December 31, 1996, accompanied by the report of Ernst & Young.
Ernst & Young's reports on the financial statements of the Company for the
fiscal years ended December 31, 1995 and 1996 did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
To the knowledge of the present executive management and the Board of
Directors of the Company, in connection with the audits of the Company's
financial statements for each of the two fiscal years ended December 31, 1995
and 1996, and for the subsequent interim period, there were no disagreements
with Ernst & Young on any matters of accounting principles or practices,
financial statement disclosure or auditing scope and procedure which, if not
resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young
to make reference to the matter in its reports. In a meeting with the Audit
Committee of the Board of Directors of the Company after Ernst & Young's audit
of the Company's December 31, 1996 financial statements, Ernst & Young advised
the Audit Committee of Ernst & Young's view that there was a material weakness
in the internal controls in the Company's accounting and financial reporting
systems related to the circumstances surrounding the restatement.
Arthur Andersen has been and continues to be engaged by the outside legal
counsel of the Company in connection with the investigation referred to above.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description of Document
16. Letter dated June 9, 1997, from Ernst & Young LLP to
the Securities and Exchange Commission.
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.
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Summit Medical Systems, Inc.
Date: June 9, 1997 By: /s/ Kevin R. Green
Its: President
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Exhibit 16
[Letterhead of Ernst & Young, LLP]
June 9, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated June 9, 1997, of Summit Medical Systems,
Inc. and are in agreement with the statements contained in the first sentence of
the first paragraph, and in the second, third and fourth paragraphs. We have no
basis to agree or disagree with other statements of the registrant contained
therein.
Regarding the registrant's statement concerning a material weakness in the
internal controls in the Company's accounting and financial reporting included
in the third paragraph on page 2 therein, we had considered such matters in
determining the nature, timing and extent of procedures performed in our audits
of the registrant's financial statements included in the registrant's 1996 Form
10-K.
Ernst & Young LLP
