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Securities and Exchange Commission
Washington, D.C. 20549
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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): August 21, 2000
Egghead.com, Inc.
(exact name of registrant as specified in charter)
000-29184
(Commission file number)
Delaware 77-0408319
(state or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
1350 Willow Road
Menlo Park, California 94025
(address of principal executive offices)
(650) 470-2400
(registrant's telephone number, including area code)
N/A
(former name or former address, if changed since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountants.
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(i) On August 21, 2000, Egghead.com, Inc. (the "Company") released
PricewaterhouseCoopers LLP as the independent public accountants of the
Company.
(ii) The reports of PricewaterhouseCoopers LLP on the financial
statements of the Company for each of the past two fiscal years, ended December
31, 1998 and 1999, contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principles.
(iii) The decision to change accountants was approved by the
Company's Board of Directors on August 16, 2000.
(iv) During the Company's two most recent fiscal years and through
August 21, 2000, the Company has had no disagreements with
PricewaterhouseCoopers 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 PricewaterhouseCoopers
LLP would have caused it to make reference to the subject matter of the
disagreement in its report on the financial statements of the Company for such
years.
(v) During the Company's two most recent fiscal years and through
August 21, 2000, the Company has had no reportable events (as defined in Item
304(a)(1)(v) of Regulation S-K) except that in February 2000
PricewaterhouseCoopers LLP reported to the Audit Committee two material control
weaknesses of the Company. These were recommendations to the Company's Audit
Committee and management that the Company establish policies and procedures to
strengthen the controls surrounding processing of deferred revenue and related
transactions on a timely basis, and establish and implement policies and
procedures to pre-test changes to the Company's computer systems. The Company
has approved those recommendations and taken corrective action, including the
establishment of new procedures and the enhancement of existing procedures, and
acquisition of new order management software, to ensure that deferred revenue
and related transactions are reconciled timely and any material corrections are
made. In addition, the Company has implemented policies and procedures requiring
user testing of all material changes to computer systems prior to
implementation, and intends to enhance its quality assurance procedures as well.
(vi) The Company has requested that PricewaterhouseCoopers LLP
furnish it with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the statements made above. A copy of such
letter, dated August 25, 2000, is filed as Exhibit 16 to this Form 8-K.
(b) Engagement of New Accountants.
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(i) Deloitte & Touche LLP has been engaged by the Company as its
new independent accountant to audit the Company's financial statements,
effective as of August 25, 2000 .
(ii) Prior to the engagement of Deloitte & Touche LLP, the Company
had not consulted with Deloitte & Touche LLP during its two most recent fiscal
years and through the date of this report in any matter regarding: (A) either
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 Company's financial statements, and neither was a written report provided to
the Company nor was oral advice provided that Deloitte & Touche LLP concluded
was an important factor considered by the Company
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in reaching a decision as to the accounting, auditing or financial reporting
issue, or (B) the subject of either a disagreement or a reportable event
described in Paragraph (a) (v) above.
Item 7. Exhibits.
Exhibit No. Description
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16.1 Letter from PricewaterhouseCoopers LLP dated
August 25, 2000.
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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.
Egghead.com, Inc.
Date: August 25, 2000 By: /s/ John E. Labbett
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John E. Labbett
Executive Vice President,
Chief Financial Officer
(Principal Financial and Accounting
Officer)
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EXHIBIT INDEX
Exhibit No. Description of Document
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16.1 Letter from PricewaterhouseCoopers LLP dated August 25, 2000.
