UROQUEST MEDICAL CORP
8-K, 1997-09-08
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>   1
                            

                                 UNITED STATES
                       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                      September 8, 1997
      (Date of earliest event reported)           (September 2, 1997)
                               

                          UROQUEST MEDICAL CORPORATION
             (Exact name of registrant as specified in its charter)

                                     0-20963
                            (Commission File Number)


                 DELAWARE                               59-3176454
       (State or other jurisdication        (I.R.S. Employer Identification No.)
    of incorporation or organization)
            
173 CONSTITUTION DRIVE, MENLO PARK, CALIFORNIA             94025
   (Address of principal executive offices)             (Zip code)
                                                     
                                 (650) 463-5180
              (Registrant's telephone number, including area code)


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ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

                  Effective September 3, 1997, the Board of Directors of
                  UroQuest Medical Corporation engaged the accounting firm of
                  Ernst & Young LLP as independent public accountants for the
                  Registrant. KPMG Peat Marwick LLP, the Registrant's previous
                  independent accountants, was dismissed by the Registrant's
                  Board of Directors effective September 2, 1997. The 
                  Registrant's audit committee recommended these actions.

                  During the two most recent fiscal years and subsequent interim
                  periods prior to September 2, 1997, there were no
                  disagreements with KPMG Peat Marwick LLP on any matter of
                  accounting principles or practices, financial statement
                  disclosure, auditing scope or procedure, or any reportable
                  events.

                  The report of KPMG Peat Marwick LLP on the financial
                  statements of the Registrant for the past two years contained
                  no adverse opinion or other disclaimer of opinion and was not
                  qualified or modified as to uncertainty, audit scope or
                  accounting principles.

                  The Registrant has not consulted with Ernst & Young LLP during
                  the two most recent fiscal years or subsequent interim periods
                  on either the application of accounting principles to any
                  transaction or type of audit opinion Ernst & Young LLP might
                  issue on the Registrant's financial statements.

                  The Registrant provided KPMG Peat Marwick LLP with a copy of
                  the above statements, and requested that KPMG Peat Marwick LLP
                  furnish a letter addressed to the Securities and Exchange
                  Commission stating whether KPMG Peat Marwick LLP  agrees with
                  such statements. A copy of the KPMG Peat Marwick LLP
                  letter to the SEC, dated September 4, 1997, is filed as an
                  exhibit to this current report on Form 8-K.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

                  Exhibit

                  16.2  Letter re change in Registrant's certifying accountants.



                                     Page 2
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                                   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.



                                    UROQUEST MEDICAL CORPORATION


Date:  September 8, 1997            /s/ JEFFREY L. KAISER
                                    ----------------------------------
                                    Jeffrey L. Kaiser
                                    Vice President
                                    Chief Financial Officer
                                    Secretary and Treasurer


                                     Page 3

<PAGE>   4
                   INDEX TO FINANCIAL STATEMENTS AND EXHIBITS

<TABLE>
<CAPTION>
Exhibit                                                       Sequential
Number            Description                                 Page Number
- ------            -----------                                 -----------
<S>               <C>                                         <C>
16.2              Letter re change in certifying accountant       5
</TABLE>




                                     Page 4

<PAGE>   1
                                                                    EXHIBIT 16.2

     September 4, 1997

     Securities and Exchange Commission
     450 5th Street, N.W.
     Washington, D.C.  20549

     Gentlemen:

     We were previously principal accountants for Medical UroQuest Medical
Corporation and, under the date of February 10, 1997, we reported on the
consolidated financial statements of Medical UroQuest Medical Corporation and
subsidiaries as of and for the years ended December 31, 1996 and 1995. On
September 2, 1997, our appointment as principal accountants was terminated. We
have read UroQuest Medical Corporation's statements included under Item 4 of its
Form 8-K dated September 2, 1997, and we agree with such statements.




                                                     Very truly yours,



                                                     /s/ KPMG Peat Marwick LLP



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