8-K/A 1 FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 3 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 1994 MMI MEDICAL, INC. (Exact name of registrant as specified in its charter) California 0-13608 95-3619990 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification Number) 1611 Pomona Road, Corona, California 91720 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (909) 736-4570 Not Applicable (Former name of former address, if changed since last report) Page 1 of 7 The Exhibit Index appears on Page 6 Item 7. Financial Statements and Exhibits The following is a manually signed accounts' report provided pursuant to Rule 2-02 of Regulation S-X. The Exhibit Index is attached hereto as page 6. Page 2 of 7 INDEPENDENT AUDITORS' REPORT Board of Directors and Stockholder MEDIQ Equipment and Maintenance Services, Inc. Arlington, Texas We have audited the accompanying balance sheets of MEDIQ Equipment and Maintenance Services, Inc. (a wholly-owned subsidiary of MEDIQ Incorporated) as of September 30, 1992 and 1993, and the related statements of operations, stockholder's deficit, and cash flows for each of the three years in the period ended September 30, 1993. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the financial position of MEDIQ Equipment and Maintenance Services, Inc. as of September 30, 1992 and 1993, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 1993 in conformity with generally accepted accounting principles. Page 3 of 7 The accompanying financial statements may not necessarily be indicative of the conditions that would have existed or the results of operations if MEDIQ Equipment and Maintenance Services, Inc. had been unaffiliated with MEDIQ Incorporated. As discussed in Notes A, C and F to the financial statements, MEDIQ Incorporated provides financing, guarantees certain liabilities and conducts certain other business transactions with the Company. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania January 8, 1994 Page 4 of 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 25, 1995 MMI MEDICAL, INC. (Registrant) By: /s/ James P. Butler -------------------- James P. Butler Vice President, Finance and Chief Financial Officer Page 5 of 7 EXHIBIT INDEX Exhibit PAGE 20.1 Consent of Deloitte & Touche 7 Page 6 of 7 EX-20.1 2 EXHIBIT 20.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statements (Forms S-8 No. 2-99839, No. 33-2133, No. 33-26178 and No. 33-66752) pertaining to the Incentive Stock Option Plan, Employee Stock Purchase Plan, Nonemployee Director Stock Incentive Plan and 1992 Stock Incentive Plan of MMI Medical, Inc. of our report dated January 8, 1994, with respect to the financial statements of MEDIQ Equipment and Maintenance Services, Inc. for the three years ended September 30, 1993 included in the Current Report on Form 8-K/A (Amendment No. 2) dated August 3, 1994 of MMI Medical, Inc. /s/ Deliotte & Touche LLP Philadelphia, Pennsylvania May 10, 1995 Page 7 of 7