LABTEC INC /MA
8-K, 2000-02-15
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                       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




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