-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WZzgsTRWU9zxNEnAtqaOh2gXUvW+DhKJwU9RES1Empq1eTIiNnxmjCnEzcdn8WWc RmfsqepMdzTBxMT04uyGHw== 0000950136-06-005793.txt : 20060718 0000950136-06-005793.hdr.sgml : 20060718 20060718130053 ACCESSION NUMBER: 0000950136-06-005793 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060705 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060718 DATE AS OF CHANGE: 20060718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED HEALTHCARE INTERNATIONAL INC CENTRAL INDEX KEY: 0000890634 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 133098275 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11570 FILM NUMBER: 06966692 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127500064 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TRANSWORLD HEALTHCARE INC DATE OF NAME CHANGE: 19970610 FORMER COMPANY: FORMER CONFORMED NAME: TRANSWORLD HOME HEALTHCARE INC DATE OF NAME CHANGE: 19940728 8-K/A 1 file1.htm


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 8-K/A
                                (AMENDMENT NO. 1)

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 18, 2006 (JULY 5, 2006)
                                                   ----------------------------


                      ALLIED HEALTHCARE INTERNATIONAL INC.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED ON ITS CHARTER)


            1-11570                                  13-3098275
   ------------------------             ------------------------------------
   (COMMISSION FILE NUMBER)             (IRS EMPLOYER IDENTIFICATION NUMBER)


                                    NEW YORK
         --------------------------------------------------------------
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)


                  555 MADISON AVENUE, NEW YORK, NEW YORK 10022
                  --------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                                 (212) 750-0064
              ----------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)



          -------------------------------------------------------------
          (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 PROVISION:

           WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT.
     ---
           SOLICITING MATERIAL PURSUANT TO RULE 14A-12 UNDER THE EXCHANGE ACT.
     ---
           PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14D-2(B) UNDER THE
     ---   EXCHANGE ACT.

           PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13E-4(C) UNDER THE
     ---   EXCHANGE ACT.



Explanatory Note: This Form 8-K/A is being filed solely to add the phrase
"through the subsequent interim period preceding its resignation on July 5,
2006" in the third and fourth paragraphs of Section 4.01(a) and to file an
updated letter from the Company's former auditors regarding its agreement with
the statements contained in Item 4.01 of this Form 8-K/A.

ITEM 4.01  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         (a) On July 5, 2006, Allied Healthcare International Inc. (the
"Company") received notification that KPMG Audit Plc had resigned as the
Company's auditor and that the client-auditor relationship between the Company
and KPMG Audit Plc had ceased.

         KPMG Audit Plc was retained as the Company's auditor on January 11,
2006, subsequent to the filing by the Company of its Annual Report on Form 10-K
with the Securities and Exchange Commission with respect to its fiscal year
ended September 30, 2005. Accordingly, KPMG Audit Plc has not prepared any audit
report on the financial statements and financial statement schedules of the
Company or any report on management's assessment of the effectiveness of
internal control over financial reporting as of September 30, 2006 and the
effectiveness of internal control over financial reporting as of September 30,
2006.

         Since the retention of KPMG Audit Plc as the Company's auditor's on
January 11, 2006 through the subsequent interim period preceding its resignation
on July 5, 2006, there have been no disagreements with KPMG Audit Plc 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 KPMG Audit Plc, would have caused KPMG Audit Plc to make
reference in connection with their opinion to the subject matter of the
disagreement.

         Since the retention of KPMG Audit Plc as the Company's auditors on
January 11, 2006 through the subsequent interim period preceding its resignation
on July 5, 2006, there have been no "reportable events" (as such term defined in
Item 304(a)(1)(v) of Regulation S-K promulgated by the Securities and Exchange
Commission) involving KPMG Audit Plc.

         A copy of a letter from KPMG Audit Plc is attached to this Form 8-K as
Exhibit 16.1.

         (b) On July 10, 2006, the Company engaged the firm of Eisner LLP,
independent accountants, as its auditor, effective as of such date. The
retention of Eisner LLP was approved by the Company's Audit Committee and its
board of directors.

         During the Company's fiscal years ended September 30, 2004 and
September 30, 2005, and during the subsequent interim period preceding July 10,
2006, neither the Company nor anyone acting on its behalf consulted Eisner LLP
regarding either: (i) the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements; or (ii) any matter that
was the subject of a disagreement with KPMG Audit Plc or that was a "reportable
event" (as such term defined in Item 304(a)(1)(v) of Regulation S-K promulgated
by the Securities and Exchange Commission).

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

         (d) Exhibits.


         Exhibit 16.1 Letter, dated July 18, 2006, from KPMG Audit Plc to the
Securities and Exchange Commission.

         Exhibit 99.1 Resignation letter, dated July 5, 2006, from KPMG Audit
Plc (incorporated by reference to Exhibit 99.1 of the Form 8-K of Allied
Healthcare International Inc. filed with the Securities and Exchange Commission
on July 11, 2006).

         Exhibit 99.2 Press release, dated July 11, 2006, of Allied Healthcare
International Inc. announcing the appointment of Eisner LLP as its auditors
(incorporated by reference to Exhibit 99.2 of the Form 8-K of Allied Healthcare
International Inc. filed with the Securities and Exchange Commission on July 11,
2006).

                                       2


                                   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.

Dated:  July 18, 2006

                              ALLIED HEALTHCARE INTERNATIONAL INC.


                              By: /s/ Paul Weston
                                  -------------------------------------
                                  Name:  Paul Weston
                                  Title: Acting Chief Financial Officer

                                       3
EX-16.1 2 file2.htm KPMG LETTER


                                                                    Exhibit 16.1

                         [Letterhead of KPMG Audit Plc]

Securities and Exchange Commission
Washington, D.C.
20549
USA



July 18, 2006


Ladies and Gentlemen

We were previously engaged as principal accountants to report on the
consolidated financial statements of Allied Healthcare International Inc. ("the
Company") as of and for the year ended September 30, 2006, and management's
assessment of the effectiveness of internal control over financial reporting as
of September 30, 2006 and the effectiveness of internal control over financial
reporting as of September 30, 2006. On July 5, 2006, we resigned. We have read
the Company's statements included under Item 4.01 of its Form 8-K/A dated July
18, 2006, and we agree with such statements, except that we are not in a
position to agree or disagree with the Company's statements that Eisner LLP was
not engaged regarding either (i) the application of accounting principles to a
specified transaction or the type of audit opinion that might be rendered on the
Company's financial statements or (ii) any matter that was the subject of a
disagreement with KPMG Audit Plc or that was a "reportable event" (as such term
is defined in Item 304(a)(1)(v) of Regulation S-K promulgated by the Securities
and Exchange Commission).

Very truly yours

/s/ KPMG Audit Plc

KPMG Audit Plc



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