**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,DC 20549**

 

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**FORM 10-K/A**

**(AMENDMENTNO. 1)**

 

**FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**(Mark One)**

| **ý** |   | **Annual  Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of  1934 for the fiscal year ended December 28, 2002**                                                                                                                                                                |
|------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **o**      |   | **Transition  Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of  1934 for the transition period  from              to              .** |

 

**Commissionfile number 001-16121**

 

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| **VIASYS HEALTHCARE INC.**                                                   |
|-----------------------------------------------------------------------------------|
| (Exact Name of  Registrant as Specified in Its Charter)                           |
|                                                                              |   |   |
| **Delaware**                                                                      |   | **04-3505871** |
| (State or Other  Jurisdiction of  Incorporation or Organization)                  |   | (I.R.S. Employer  Identification No.) |
|                                                                              |   |   |
| **227  Washington Street, Suite 200  Conshohocken, Pennsylvania**                 |   | **19428** |
| (Address of Principal  Executive Offices)                                         |   | (Zip Code) |
|                                                                              |   |   |
| Registrant’s telephone  number, including area code: **(610) 862-0800** |
|                                                                              |   |   |
| Securities registered  pursuant to Section 12(b) of the Act:                 |

 

| **Title of Each Class**                                                                       |   | **Name of Each Exchange on Which Registered**    |
|-----------------------------------------------------------------------------------------------|--------|--------------------------------------------------|
| Common Stock, $.01 par  value  Series A Junior Participating Preferred Stock  Purchase Rights |   | New York Stock Exchange  New York Stock Exchange |
|                                                                                          |   |                                             |
| Securities registered  pursuant to Section 12(g) of the Act:                             |
| **None**                                                                                      |

 

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Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports),and (2) has been subject to the filing requirements for at least the past90 days. Yes ý No o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of the registrant’s knowledge, in definitiveproxy or information statements incorporated by reference into Part III of thisForm 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Exchange Act Rule 12b-2).  Yes ý  No o

 

The aggregate market value of the voting stock held bynon-affiliates of the registrant as of June 28, 2002 was approximately$454,110,000 based upon the New York Stock Exchange Composite Tape of $17.45per common share.

 

As of May 28, 2003, the registrant had 26,364,286shares of Common Stock outstanding.

 

 

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**Explanatory Note:**

 

This Amendment No. 1 to the Annual Report on Form 10-Kfor the fiscal year ended December 28, 2002 (the “Annual Report”) of VIASYSHealthcare Inc. is being filed solely to amend and restate in its entirety Item9 of the Annual Report.

 

Item 9.***Changes In and Disagreements withAccountants on Accounting and Financial Disclosure.***

 

On May 9, 2002, the Board of Directors of VIASYS andits Audit Committee decided to no longer engage Arthur Andersen LLP(“Andersen”) as the Company’s independent auditors and to engage Ernst &Young LLP to serve as the Company’s independent public accountants for 2002.

 

Andersen’s reportson the Company’s consolidated financial statements for the 2001 and 2000 fiscalyears did not contain an adverse opinion or disclaimer of opinion, nor werethey qualified or modified as to uncertainty, audit scope or accountingprinciples.  During the Company’s 2001and 2000 fiscal years and through May 9, 2002 (the date of the Company’s changein independent public accountants), there were no disagreements with Andersenon any matter of accounting principles or practices, financial statementdisclosure, or auditing scope or procedure which, if not resolved to Andersen’ssatisfaction, would have caused them to make reference to the subject matter inconnection with their report on the Company’s consolidated financial statementsfor such periods; and there were no reportable events of the type listed inItem 304(a)(1)(v) of Regulation S-K.

 

The Company fileda Form 8-K on May 16, 2002 to report these events and filed an amendment to theForm 8-K that is consistent with this amendment to the Annual Report. TheCompany was unable to refurnish a copy of the amendment to the Form 8-K toAndersen prior to its filing with the Securities and Exchange Commission, asAndersen has ceased operations. Accordingly, Andersen did not provide us with a letter to file as an exhibitto the amendment to the Form 8-K.

 

Since the Spin-off Date and prior to engaging Ernst& Young LLP, VIASYS did not consult Ernst & Young LLP with respect tothe application of accounting principles to a specified transaction, eithercompleted or proposed, or the type of audit opinion that might be rendered onthe Company’s consolidated financial statements, or any other matters orreportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.

 

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Pursuant to the requirements of Section 13 or15(d) of the Securities Exchange Act of 1934, the registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 
| Date: June 2, 2003 | VIASYS HEALTHCARE INC. |                       |
|--------------------|-----------------------------|----------------------------|
|               |                        |
|               |                        |
|               | By:                         | /s/                        | Randy H. Thurman |   |
|               |                        | Randy H. Thurman           |
|               |                        | *Chief  Executive Officer* |
|                    |                             |                            |  |  |  |

 

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**CERTIFICATION**

 

I, Randy H. Thurman, certify that:

 

1. I have reviewed this annual report on Form 10-K of VIASYS HealthcareInc., as amended (the “Annual Report”);

 

2. Based on my knowledge, this Annual Report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisAnnual Report; and

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this Annual Report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this Annual Report.

 

 
|   | Date: June 2, 2003 | /s/    | Randy H. Thurman                             |   |
|--------|--------------------|--------|----------------------------------------------|--------|
|   |               |   | Name:  Randy  H. Thurman                |
|   |               |   | Title: Chairman and Chief  Executive Officer |

 

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**CERTIFICATION**

 

I, Martin P. Galvan, certify that:

 

1. I have reviewed this annual report on Form 10-K of VIASYS HealthcareInc, as amended (the “Annual Report”);

 

2. Based on my knowledge, this Annual Report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisAnnual Report; and

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this Annual Report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this Annual Report.

 

 
|   | Date: June 2, 2003 | /s/    | Martin P. Galvan               |   |
|--------|--------------------|--------|--------------------------------|--------|
|   |               |   | Name:  Martin  P. Galvan  |
|   |               |   | Title: Chief Financial Officer |

 

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