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 (Date of earliest event reported) June 11, 2007
CardioDynamics International Corporation
(Exact name of registrant as specified in its charter)
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| California | | 0-11868 | | 95-3533362 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 6175 Nancy Ridge Drive, Suite 300, San Diego, California | | 92121 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (858)-535-0202
n/a
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 4.01 | Changes in Registrant’s Certifying Accountant |
On June 11, 2007, the Audit Committee of the Board of Directors of CardioDynamics International Corporation (“Company”) engaged BDO Seidman, LLP (“BDO”) as the Company’s independent registered public accounting firm. The change is the result of a competitive bidding process initiated by the Company as part of its ongoing efforts to reduce administrative expenses and improve efficiency. The decision to change independent accountants was recommended by the Company’s management and approved unanimously by the Company’s Audit Committee.
Prior to the engagement of BDO, neither the Company nor anyone acting on behalf of the Company had consulted with BDO during the Company’s two most recent fiscal years and through the date of this report in any matter regarding: (A) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither was a written report provided to the Registrant nor was oral advice provided that BDO concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue, or (B) the subject of either a disagreement or a reportable event defined in Item 304(a)(1)(iv) and (v) of Regulation S-K.
The Company issued a press release on June 11, 2007 disclosing this event, which press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are furnished as a part of this Current Report on Form 8-K:
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| Exhibit 99.1 | | Press Release of CardioDynamics dated June 11, 2007. |
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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| | CardioDynamics International Corporation |
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| Date: June 14, 2007 | | /s/ Stephen P. Loomis |
| | Stephen P. Loomis |
| | Chief Financial Officer |
