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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 3, 1997
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WEBTV NETWORKS, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0406905
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
305 Lytton Avenue
Palo Alto, CA 94301
(415) 326-3240
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(Address, including zip code, and telephone
number including area code, of registrant's principal
executive office)
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FORM 8-K
Item 4. Changes in Registrant's Certifying Accountant.
A. Effective October 3, 1997, Web TV Networks, Inc. ("WNI") dismissed its
prior certifying accountants, Ernst & Young LLP and retained as its new
accountants, Deloitte & Touche LLP. Ernst & Young LLP's report on WNI's
financial statements during the two most recent fiscal years and all subsequent
interim periods preceding the date hereof contained no adverse opinion or
disclaimer of opinion, and was not qualified as to uncertainty, audit scope or
accounting principles. The decision to change accountants was approved by WNI's
Board of Directors.
During the last two fiscal years and the subsequent interim periods to the
date hereof, there were no disagreements between Web TV and Ernst & Young LLP on
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Ernst & Young LLP, would have caused it to make a
reference to the subject matter of the disagreements in connection with its
reports. There were no events that have occurred pursuant to Item 304(a)(l)(v)
with respect to Web TV within the last two fiscal years and the subsequent
interim periods to the date hereof.
B. Effective October 3, 1997, WNI engaged Deloitte & Touche LLP as its
principal accountants. During the last two fiscal years and the subsequent
interim periods to the date hereof, WNI did not consult Deloitte & Touche LLP
regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
99.1 Letter of Ernst & Young L.L.P. to the Securities and
Exchange Commission pursuant to Item 304(a)(3) of
Regulation S-K.
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.
Web TV Networks, Inc.
October 7, 1997 /s/ Robert A. Eshelman
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Secretary and Director
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EXHIBIT 99.1
[ERNST & YOUNG LOGO]
Suite 200
1111 North California Blvd.
Walnut Creek, California 94596
October 7, 1997
Mr. Albert A. Pimentel
Chief Financial Officer
WebTV Networks, Inc.
305 Lytton Avenue
Palo Alto, California
Dear Mr. Pimentel:
This is to confirm that the client-auditor relationship between WebTV Networks,
Inc. (Commission File Number 1-4278) and Ernst & Young LLP has ceased.
Very truly yours
/s/ Ernst & Young LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
