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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) JUNE 1, 2000
NETLOJIX COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-27580 87-0378021
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
501 BATH STREET, SANTA BARBARA, CALIFORNIA 93101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(805) 884-6300
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) DISMISSAL OF KPMG LLP.
By unanimous written consent, effective June 16, 2000, the Board of Directors of
NetLojix Communications, Inc. ("NetLojix" or the "Registrant"), upon
recommendation of the Audit Committee of the Board of Directors, approved the
dismissal of KPMG LLP as independent auditors for NetLojix.
The audit reports of KPMG LLP on NetLojix's consolidated financial statements
as of and for the years ended December 31, 1999 and 1998 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principles.
In connection with the audits of NetLojix's consolidated financial statements
for the two fiscal years ended December 31, 1999, and the subsequent interim
period preceding the dismissal, there were no disagreements with KPMG 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 KPMG LLP would have caused KPMG LLP to make reference to the
subject matter of the disagreements in connection with their report.
NetLojix has requested that KPMG LLP furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of that letter, dated June 19, 2000, is filed as Exhibit 16
to this Form 8-K.
(b) ENGAGEMENT OF ERNST & YOUNG LLP.
On June 16, 2000, NetLojix engaged Ernst & Young LLP, certified public
accountants, as independent auditors for NetLojix for 2000. The engagement of
Ernst & Young LLP was approved by unanimous written consent of the Board of
Directors of NetLojix, upon recommendation of the Audit Committee of the Board
of Directors.
During the two fiscal years ended December 31, 1999, and the subsequent interim
period preceding this engagement, neither NetLojix nor anyone acting on its
behalf consulted Ernst & Young LLP regarding the application of accounting
principles to a specified transaction, either completed or proposed; the type of
audit opinion that might be rendered on NetLojix's financial statements; or any
disagreement with, or reportable event relating to, KPMG LLP.
ITEM 5. OTHER EVENTS.
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On June 1, 2000, NetLojix announced that it had terminated discussions to
acquire privately-held onShore, Inc. ("onShore"). NetLojix previously announced
that it had entered into a nonbinding letter of intent with onShore in April
2000.
Attached as Exhibit 99.1 is NetLojix's press release regarding this
announcement.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
16 Letter from KPMG LLP to the Securities and Exchange Commission dated June
19, 2000 regarding termination of appointment as principal accountants for
NetLojix.
99.1 Press Release, dated June 1, 2000, of NetLojix.
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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 hereunto duly authorized.
NETLOJIX COMMUNICATIONS, INC.
Dated: June 22, 2000 By: /s/ ANTHONY E. PAPA
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Anthony E. Papa
Chairman and Chief Executive
Officer
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