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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Filed Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 15, 1999
DEXTERITY SURGICAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-20532 74-2559866
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(Commission File Number) (IRS Employer Identification No.)
12961 Park Central, Suite 1300, San Antonio, Texas 78216
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(Address of Principal Executive Offices) (Zip Code)
(210) 495-8787
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant.
a(1) Dismissal of Independent Accountant.
(i) On April 15, 1999, the Registrant advised Arthur Andersen LLP
("Andersen") that the Registrant intended to retain a
different independent accounting firm for the audit of its
financial statements for the year ending December 31, 1999.
Andersen had been engaged as the principal accountant to audit
the Registrant's consolidated financial statements.
(ii) Andersen's reports on the Registrant's consolidated financial
statements for the past two years contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
(iii) The Audit Committee of the Registrant's Board of Directors
recommended the action taken with respect to Andersen.
(iv) There have been no disagreements with Andersen on any matter
of accounting principles or practices, financial statement
disclosure or auditing scope or procedure during the
Registrant's two most recent fiscal years or in the subsequent
interim period through April 15, 1999, (the date of
termination) which disagreement(s), if not resolved to
Andersen's satisfaction, would have caused Andersen to make
reference to the subject matter of the disagreement(s) in
connection with its report.
(v) Andersen did not advise the Registrant during the Registrant's
two most recent fiscal years or in the subsequent interim
period through April 15, 1999 (the date of termination):
(A) that the internal controls necessary for the
Registrant to develop reliable financial statements
did not exist;
(B) that information had come to its attention that had
led it to no longer be able to rely on management's
representations, or that had made it unwilling to be
associated with the financial statements prepared by
management;
(C) (1) of the need to expand significantly the scope of
its audit, or that information had come to its
attention during the two most recent fiscal years or
in the subsequent interim period through April 15,
1999, that if further investigated might (i)
materially have impacted the fairness or reliability
of either: a previously issued audit report or the
underlying financial statements, or the financial
statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent
financial statements covered by an audit report or
(ii) have caused it to be unwilling to rely on
management's representations or be associated with
the Registrant's financial statements, and
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(2) it did not, due to the change in accountants or
for any other reason, expand the scope of its audit
or conduct such further investigation; or
(D) that information had come to its attention that it
had concluded materially impacts the fairness or
reliability of either: (i) a previously issued audit
report or the underlying financial statements, or
(ii) the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date
of the most recent financial statements covered by an
audit report.
(vi) The Registrant has requested Andersen to provide a letter
addressed to the Securities and Exchange Commission stating
whether it agrees with the statements set forth above. A copy
of Andersen's letter to the Securities and Exchange Commission
is filed as Exhibit 16 to this Form 8-K.
a(2) Engagement of New Independent Accountant.
(i) Ernst & Young LLP ("Young") has been engaged by the Registrant
as its new independent principal accountant to audit the
Registrant's consolidated financial statements. This
engagement was effective as of April 15, 1999.
(ii) Prior to engaging Young, the Registrant had not consulted with
Young during the Registrant's two most recent fiscal years or
in the period since the end of the most recent fiscal year
through April 15, 1999, 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 Registrant's
financial statements, and neither was a written report
provided to the Registrant nor was oral advice provided that
Young concluded was an important factor considered by the
Registrant in reaching a decision as to the accounting,
auditing or financial reporting issue; or (b) the subject of
either a disagreement or an event described in Paragraph
(a)(1)(v)(A)-(D), above.
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Item 7. Financial Statements and Exhibits.
Exhibit Number Description
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Exhibit 16 Letter from Arthur Andersen LLP to the
Securities and Exchange Commission pursuant
to Item 304(a)(3) of Regulation S-K
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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.
DEXTERITY SURGICAL, INC.
By: /s/ Randall K. Boatright
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Randall K. Boatright,
Executive Vice President,
Chief Financial Officer and Secretary
DATE: April 15, 1999
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EXHIBIT INDEX
Exhibit
Number Description
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Exhibit 16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission pursuant to Item 304(a)(3) of Regulation S-K