<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: JULY 16, 1996
DIGITAL TRANSMISSION SYSTEMS, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 1-14198 58-2037949
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
3000 NORTHWOODS PARKWAY, BUILDING 330, NORCROSS, GA 30071
(Address of principal executive office) (Zip Code)
(770) 798-1300
(Issuer's telephone number, including area code)
<PAGE> 2
ITEM 4 - CHANGES IN COMPANY'S INDEPENDENT ACCOUNTANT
(a) Previous Independent Accountants
On July 11, 1996, Digital Transmission Systems, Inc. (the
"Registrant") dismissed its independent accountants, Price Waterhouse
LLP. Prior to July 11, 1996, Price Waterhouse LLP was engaged to
audit the Registrant's financial statements. The reports by Price
Waterhouse on the Registrant's financial statements for the fiscal
years ended June 30, 1995 and June 30, 1994, and through July 11, 1996
did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or
accounting principles. The dismissal of the former accountants was
recommended by the Registrant's Audit Committee and approved by the
Registrant's Board of Directors.
During the Company's two most recent fiscal years, and through July
11, 1996, there were no disagreements with Price Waterhouse LLP 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 Price Waterhouse LLP, would have
caused them to make reference to the subject matter of the
disagreement in their reports. Also, there were no reportable events
of the nature described in Regulation S-K Item 304(a)(1)(v) during the
Company's two most recent fiscal years and through July 11, 1996.
(b) New Independent Accountants
The Registrant engaged KPMG Peat Marwick L.L.P. as its new independent
accountants as of July 11, 1996. During the two most recent fiscal
years and through July 11, 1996, the Registrant has not consulted with
KPMG Peat Marwick L.L.P. regarding (1) the application of accounting
principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on Registrant's
financial statements or (2) the subject matter of a disagreement or a
reportable event with the former auditor (as described in Regulation
S-K Item 304(a)(1)(v)).
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits
16 Letter from Price Waterhouse LLP regarding Item 4(a)(vi).
Page 2
<PAGE> 3
SIGNATURES
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 thereunto duly authorized.
Digital Transmission Systems, Inc.
Date: July 16, 1996 By: /s/ Andres C. Salazar
--------------------------------
Andres C. Salazar, President and
Chief Executive Officer
Date: July 16, 1996 By: /s/ Roger Maloch
--------------------------------
Roger Maloch, Chief Financial
Officer, Vice President of Finance
and Administration (Principal
Financial Officer and Principal
Accounting Officer)
Page 3
<PAGE> 4
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
OFFICIAL EXHIBIT NO. DESCRIPTION PAGE NO.
- -------------------- ----------- -------
<S> <C> <C>
16 Letter from Price Waterhouse LLP 5
</TABLE>
Page 4
<PAGE> 1
EXHIBIT 16
July 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlement:
Digital Transmission Systems, Inc.
We have read Item 4 of Digital Transmission Systems, Inc.'s form 8-K dated July
16, 1996 and are in agreement with the statements contained in paragraph 4(a)
therein.
Yours Very truly,
/s/ Price Waterhouse LLP