SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: May 23, 2006
(Date of earliest event reported)
VASOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18105 11-2871434
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
180 Linden Avenue, Westbury, New York 11590
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (516) 997-4600
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Not applicable
(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:
[ ] 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-4c under the Exchange
Act (17 CFR 240.13e-4c)
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) At a meeting held on May 23, 2006, the Board of Directors of the
Company, at the recommendation of its Audit Committee, approved the engagement
of MillerEllin & Company, LLP as its independent auditors for the fiscal year
ended May 31, 2006, dismissing the firm of Grant Thornton LLP. MillerEllin &
Company, LLP accepted this engagement on May 23, 2006.
The reports of Grant Thornton LLP on the Company's financial statements for
the past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended May 31, 2004 and 2005, and in the subsequent
interim periods, there were no disagreements with Grant Thornton on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope and procedures which, if not resolved to the satisfaction of
Grant Thornton LLP, would have caused Grant Thornton LLP to make reference to
the matter in their report.
The Company has requested Grant Thornton LLP to furnish it with a letter
addressed to the Commission stating whether it agrees with the above statements
which the Company will file as an exhibit in this form upon its receipt.
(b) The Company has not had any discussions nor received any written
opinion or oral advice from MillerEllin & Company, LLP during the two most
recent fiscal years and any subsequent interim period with respect to either the
application of accounting principles to a specified transaction, either
completed or proposed, or as to the type of audit opinion that might be rendered
on the Company's financial statements.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
16 - Letter from Grant Thornton LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
VASOMEDICAL, INC.
By: /s/ Thomas W. Fry
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Thomas W. Fry
Chief Financial Officer
Dated: June 5, 2006