SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
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): February 8, 2000
LABTEC INC.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-27302 04-3116697
- -------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
1499 S.E. Tech Center Place, Suite 350, Vancouver, Washington 98683
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (360) 896-2000
Not Applicable
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountant
On February 8, 2000, the Company dismissed
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as the Company's
independent public accountants. The decision to dismiss PricewaterhouseCoopers
was approved by the Board of Directors of the Company.
PricewaterhouseCoopers' report on the financial statements of
the Company for each of the past two fiscal years did not contain any adverse
opinion or disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope or accounting principle.
In connection with the audits by PricewaterhouseCoopers of the
Company's financial statements for the Company's two most recent fiscal years,
and the subsequent interim period through February 8, 2000, there were no
disagreements with PricewaterhouseCoopers 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
PricewaterhouseCoopers, would have caused PricewaterhouseCoopers to make
reference to the subject matter of the disagreements in connection with its
audit report with respect to financial statements of the Company for the two
most recent fiscal years. The term "disagreement" is utilized in accordance with
Instruction 4 to Item 304 of Regulation S-K.
During the Company's two most recent fiscal years, and the
subsequent interim period through February 8, 2000, there were no "reportable
events," as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided PricewaterhouseCoopers with a copy of
this Report, and has requested that PricewaterhouseCoopers furnish the Company
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Company. Such letter is
attached hereto as Exhibit 16.
(b) New independent accountant
On February 8, 2000, the Company selected Grant Thornton LLP
("Grant Thornton") as the Company's independent public accountants. The decision
to change auditors was approved by the Board of Directors of the Company.
During the two most recent fiscal years and the subsequent
interim period through February 8, 2000, neither the Company nor anyone on
behalf of the Company consulted Grant Thornton regarding either the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the financial
statements of the Company or any matter that was either the subject of a
disagreement, within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or any
reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.
-2-
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
- ------ -------------------------------------------------------------------
(a) Financial statements of business acquired: Not Applicable.
(b) Pro forma financial statements: Not Applicable.
(c) Exhibits:
16. Letter of PricewaterhouseCoopers LLP re: change in
certifying accountant.
-3-
<PAGE>
SIGNATURE
---------
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 thereunto duly authorized.
LABTEC INC.
Date: February 11, 2000 By: /s/ Robert G. Wick
-------------------------------
Robert G. Wick
President and Chief Executive
Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
16. Letter of PricewaterhouseCoopers LLP re: change in certifying
accountant.
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
Exhibit 16.
February 9, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Labtec, Inc. (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report dated February 8, 2000. We agree with
the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
-------------------------------
PricewaterhouseCoopers LLP