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): September 19, 2001
ENCORE MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-26538 65-0572565
(Commission File Number) (IRS Employer Identification No.)
9800 Metric Blvd., Austin, Texas 78758
(Address of principal executive offices) (Zip Code)
512-832-9500
Registrant's telephone number, including area code
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On September 19, 2001, management of Encore Medical Corporation, a Delaware
corporation (the "Company"), dismissed PricewaterhouseCoopers LLP ("PWC"). KPMG
LLP has been engaged as independent auditors effective upon PWC's termination.
The decision to change auditors was recommended by the audit committee of the
Board of Directors and approved by the Board of Directors.
The reports of PWC on the Company's consolidated financial statements for
the fiscal years ended December 31, 2000, and December 31, 1999, contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope, or accounting principles.
In connection with its audits of the Company's financial statements for the
fiscal years ended December 31, 2000, and December 31, 1999, and in the
subsequent period through September 19, 2001, there were no disagreements with
PWC on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of PWC, would have caused PWC to make reference to the matter in
its reports on the financial statements for such years.
During the two years ended December 31, 2000, and the subsequent period
through September 19, 2001, there were no "reportable events" (hereinafter
defined) requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K.
As used herein, the term "reportable events" means any of the items listed in
paragraphs (a)(1)(v)(A)-(D) of Item 304 of Regulation S-K.
Effective September 19, 2001, the Company engaged KPMG LLP as its
independent auditors. During the two years ended December 31, 2000 and through
September 19, 2001, neither the Company nor anyone on its behalf consulted KPMG
LLP regarding 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 consolidated financial statements, nor has
KPMG LLP provided to the Company a written report or oral advice regarding such
principles or audit opinion.
The Company provided PWC with a copy of this disclosure and requested PWC
to furnish the Company with a letter addressed to the Commission stating whether
or not it agrees with the above statements. A copy of that letter dated
September 25, 2001 is filed as an Exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
16. Letter from PWC to the Securities and Exchange Commission dated
September 25, 2001.
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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 hereunto duly authorized.
Date: September 26, 2001
ENCORE MEDICAL CORPORATION
By: /s/ August Faske
---------------------------------
August Faske,
Executive Vice President -
Chief Financial Officer
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