SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Date of Report May 3, 2000
Commission file number 000-26213
Arc Communications Inc.
(Exact Name of Registrant as specified in its charter)
New Jersey 22-3201557
(State of Incorporation) (IRS Identification No.)
788 Shrewsbury Avenue
Tinton Falls, New Jersey 07724
732/219-1766
(Registrant's Address, including ZIP Code and telephone number)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
a) On July 15, 1999, Beck, Weiss & Company, Arc Communications Inc.'s (the
"Registrant") independent auditor for the previous two fiscal years,
resigned in that capacity as a result of the Registrant's newly reporting
status and such auditor's limited experience in matters governing
compliance with the federal and state securities laws. On that same date,
Beck, Weiss & Company accepted the position of the Registrant's principal
accountant.
b) On July 15, 1999, the Registrant's Board of Directors approved the
engagement of Richard A. Eisner & Company, LLP to serve as independent
auditors for the fiscal year ending December 31, 1999. Further, on that
same date, Richard A. Eisner & Company, LLP entered into an engagement
letter with the Registrant to provide independent auditor services.
c) During fiscal years 1998 and 1997, respectively, and the subsequent interim
period up to July 15, 1999, the date of resignation, there were no
disagreements with Beck, Weiss & Company on any matter of accounting
principals or practices, financial statement disclosure, or auditing scope
or procedure or any reportable events. Further, Beck, Weiss & Company's
audit reports for the fiscal years 1998 and 1997 did not contain an adverse
opinion, nor was either report modified as to uncertainty, audit scope, or
accounting principals. However, Beck Weiss & Company's audit reports were
modified to indicate that prior to 1998, the Registrant capitalized certain
intangible assets that should have been expensed.
d) The Registrant has requested that Beck, Weiss & Company furnish it with a
letter addressed to the Securities and Exchange Commission stating whether
it agrees with the above statements. A copy of the Beck, Weiss & Company
letter to the Securities and Exchange Commission dated May 3,2000 is filed
as Exhibit 16.1 to this Form 8-K/A.
<PAGE>
SIGNATURE
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.
Arc Communications Inc.
-----------------------
(Registrant)
By: /s/ Michael Rubel
--------------------------
Michael Rubel
Chief Operating Officer
Date: May 3, 2000
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBITS
- -------------- --------
16.1 Letter from Beck, Weiss & Company dated May 3, 2000
EXHIBIT 16.1
(letterhead)
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We were previously the independent auditors for Arc Communications Inc. (the
"Company") and on July 15, 1999, we resigned our position as the Company's
independent auditor and became permanently employed as the Company's principal
accountants. We have read the Company's statements included under Item 4 of its
Form 8-K/A for May 3, 2000, and agree with such statements.
Very truly yours,
/s/ Andrew Johnson
- ------------------------
Andrew Johnson
Edison, New Jersey 08837
May 3, 2000
