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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 20, 1999
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Date of Report (Date of earliest event reported)
NHANCEMENT TECHNOLOGIES INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-21999 84-1360852
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
6663 Owens Drive
Pleasanton, CA 94588
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(Address of principal executive offices, including zip code)
(925) 251-3333
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(Registrant's telephone number, including area code)
NHancement Technologies Inc.
39420 Liberty Street, Suite 250
Fremont, California 94538
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(Former name or former address,
if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
As previously reported by NHancement Technologies Inc. (the
"Registrant"), on June 22, 1998, the Registrant purchased one hundred percent
(100%) of the shares of Infotel Technologies (Pte) Ltd ("Infotel"), a company
organized under the laws of Singapore. As a result of the acquisition,
Infotel became a wholly-owned subsidiary of NHancement.
On September 20, 1999, the Registrant replaced Ernst & Young ("Ernst &
Young"), the independent accountants responsible for auditing the financial
statements of Infotel, with BDO International, a foreign affiliate of the
Registrant's principal accountants (BDO Seidman LLP), to audit Infotel's
financial statements. Infotel is a significant subsidiary of the Registrant.
The Registrant believes that for the period from June 22, 1998 to
September 30, 1998, the Registrant and Ernst & Young did not have any
disagreement on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreement, if
not resolved to the satisfaction of Ernst & Young would have caused it to
make reference in connection with its report on Infotel's financial
statements to the subject matter of the disagreement.
The decision to change accountants was recommended and approved by the
Audit Committee of the Board of Directors of the Registrant.
The report of Ernst & Young on Infotel's financial statements for the
period from June 22, 1998 to September 30, 1998 did not contain an adverse
opinion or a disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope or accounting principles. During that period, there
were no "reportable events" within the meaning of Item 304(a)(1)(v) of
Regulation S-K.
During the Registrant's two most recent fiscal years and any subsequent
interim period prior to BDO International's engagement as accountants to
Infotel, the Registrant did not consult BDO International regarding the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
Infotel's financial statements.
Attached as Exhibit 16 to this Report on Form 8-K/A is a letter
addressed to the Securities and Exchange Commission stating that Ernst &
Young agrees with the above statements.
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 hereunto duly authorized.
NHancement Technologies Inc.
Date: December 29, 1999 By: /s/ Douglas S. Zorn
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Douglas S. Zorn, President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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16 Letter on change in certifying accountant for
Infotel Technologies (Pte) Ltd, a corporation
organized under the laws of Singapore and a
significant subsidiary of the Registrant.
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EXHIBIT 16
ERNST & YOUNG - 10 COLLYER QUAY - TELEPHONE: 5357777
#21-01 OCEAN BUILDING FAX: 5327662
SINGAPORE 049315
MAIL ADDRESS:
ROBINSON ROAD P O BOX 384
SINGAPORE 900734
December 24, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C., 20549
Ladies and Gentlemen:
We have read Item 4 of Form 8-K dated September 22, 1999, of NHancement
Technologies, Inc. and are in agreement with the statements contained in
paragraphs 2, 3 and 5 therein. We have no basis to agree or disagree with
other statements of the registrant contained therein.
Very truly yours,
/s/ Ernst & Young
Ernst & Young
Singapore
