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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 20, 2001
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-9767 94-2579751
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
9162 ETON AVENUE, CHATSWORTH, CALIFORNIA 91311
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (818) 709-1244
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous independent accountants
(i) On September 20, 2001, International Remote Imaging Systems, Inc.
("IRIS") dismissed PricewaterhouseCoopers LLP as its independent accountants.
IRIS's Board of Directors participated in and approved the decision to change
independent accountants.
(ii) The reports of PricewaterhouseCoopers LLP on the financial
statements for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
(iii) In connection with its audits for the two most recent fiscal years
and through September 20, 2001, there have been no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP
would have caused them to make reference thereto in their report on the
financial statements for such years.
(iv) During the two most recent fiscal years and through September 20,
2001, there have been no reportable events (as defined in Regulation S-K, Item
304(a)(1)(v)).
(v) IRIS has requested that PricewaterhouseCoopers LLP furnish it with a
letter addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated September 26, 2001 is filed as Exhibit
16 to this Form 8-K.
(b) New independent accountants
IRIS engaged BDO Seidman, LLP as its new independent accountants as
of September 27, 2001. During the two most recent fiscal years and through
September 27, 2001, IRIS has not consulted with BDO Seidman, LLP regarding
either (i) the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on IRIS's financial statements, and either a written report was
provided to IRIS or oral advice was provided that BDO Seidman, LLP concluded was
an important factor considered by IRIS in reaching a decision as to the
accounting, auditing or financial reporting issue, or (ii) any matter that was
either the subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined in Item
304(a)(1(v) of Regulation S-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Listed below are the financial statements, pro forma financial
information and exhibits, if any, filed as a part of this report:
None.
(c) EXHIBITS
Exhibit 16 Letter from PricewaterhouseCoopers LLP
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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.
INTERNATIONAL REMOTE IMAGING
SYSTEMS, INC.
Dated: September 27, 2001 By: /s/ John Caloz
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John Caloz
Corporate Vice President, Finance
and Chief Financial Officer
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Exhibit Index
No. Document
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16 Letter from PricewaterhouseCoopers LLP