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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
June 20, 2000
(Date of Report)
ON COMMAND CORPORATION.
(Exact name of registrant as specified in its charter)
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Delaware 00-21315 77-04535194
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
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6331 San Ignacio Avenue
San Jose, CA 95119
(Address of principal executive offices)
(408) 360-4500
(Registrant's telephone number, including area code)
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Item 4. Change in Registrant's Certifying Accountant
(a) Previous independent public accountants.
(i) On June 13, 2000, the Registrant dismissed Deloitte & Touche
LLP, which served as the Registrant's independent public
accountants since 1995.
(ii) The reports issued by Deloitte & Touche LLP on the
Registrant's financial statements for the fiscal years ended
December 31, 1999 and December 31, 1998 did not contain an
adverse opinion nor a disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or
accounting principles.
(iii) The Registrant's Board of Directors approved the decision to
change independent public accountants.
(iv) During the fiscal years ended December 31, 1999 and December
31, 1998 and the interim period through June 13, 2000, there
were no disagreements with Deloitte & Touche 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
Deloitte & Touche LLP, would have caused Deloitte & Touche
LLP to make reference to the subject matter of the
disagreements in connection with its reports for such years.
(v) On March 10, 2000, Deloitte & Touche LLP advised the
Company's Audit Committee that, in connection with their
audit of the consolidated financial statements of the
Company for the year ended December 31, 1999, they noted a
matter involving the Company's internal control and its
operation that they considered to be a reportable condition
under standards established by the American Institute of
Certified Public Accountants. The reportable condition noted
by Deloitte & Touche LLP related to personnel staffing in
the accounting function. Deloitte & Touche LLP deemed the
matter noted above to be a material weakness. The Company
has authorized Deloitte & Touche LLP to respond fully to the
inquiries of KPMG LLP, the successor accountants, with
respect to such matter.
Except as noted above, during the fiscal years ended
December 31, 1999 and December 31, 1998 and the interim
period through June 13, 2000, there have been no reportable
events (as defined in Regulation S-K, Item 304(a)(I)(v)).
(vi) The Registrant has requested that Deloitte & Touche LLP
furnish it with a letter addressed to the Commission stating
whether or not it agrees with the above statements. A copy
of such letter, dated June 20, 2000, is filed as Exhibit
16.1 to this Form 8-K.
(b) New independent public accountants.
The Registrant engaged KPMG LLP as its new independent public
accountants as of June 13, 2000. The Registrant's Board of
Directors approved this on June 13, 2000. During the two most
recent fiscal years and through June 13, 2000, the Registrant has
not consulted with KPMG LLP regarding either:
(i) 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 Registrant's
financial statements; or
(ii) any matter that was either the subject of a disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to this Item: or a reportable event
identified (as described in Item 304(a)(1)(v) of Regulation
S-K and related instruction to this Item).
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Item 7. Financial Statements and Exhibits
(a) Exhibits
Exhibit 16.1 Letter from Deloitte & Touche LLP.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
On Command Corporation
By: /s/ David B. Ehrlich
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Assistant General Counsel
and Assistant Secretary
Date: June 20, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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16.1 Letter from Deloitte & Touche LLP.
