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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)
July 14, 1999
GO2NET, INC
(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-22047 91-1710182
(Commission File Number) (IRS Employer Identification No.)
999 THIRD AVENUE, SUITE 4700 SEATTLE, WA 98104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (206) 447-1595
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On July 14, 1999, the audit committee of the Board of Directors of Go2Net,
Inc. (the "Company") approved a resolution to dismiss Ernst & Young LLP ("E&Y")
as the Company's independent accountants, effectively immediately. On July 19,
1999, the Company engaged KPMG, LLP ("KPMG") as the Company's independent
accountants upon such terms as may be negotiated by management.
E&Y's reports with respect to the Company's financial statements for the
fiscal years ended September 30, 1997 and 1998 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified as to uncertainty,
audit scope or accounting principles.
In connection with the audits of the Company's financial statements for each
of the two fiscal years ended September 30, 1997 and 1998 and in the subsequent
interim periods through July 14, 1999, there were no disagreements with E&Y on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedures which, if not resolved to the satisfaction of
E&Y would have caused E&Y to make reference to the matter in their report.
There have been no consultations with KPMG regarding the application of
accounting principles to specific transactions, or the type of audit opinion
that might be rendered.
The Company has authorized E&Y to respond fully to the inquiries of KPMG as
the successor independent accountants of the Company.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
None.
(c) Exhibits.
Exhibit 16.1 Ernst & Young LLP letter re change in certifying
accountant.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused the Amendment to this Current Report to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Seattle,
State of Washington, on July 19, 1999.
GO2NET, INC.
By: /s/ RUSSELL C. HOROWITZ
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Russell C. Horowitz,
Chief Executive and
Chief Financial Officer
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Exhibit 16.1
July 19, 1999
Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated July 19, 1999, of Go2Net, Inc. and are in
agreement with the statements contained in the first sentence of paragraph one,
paragraph two, paragraph three, and paragraph five on page 2 therein. We have no
basis to agree or disagree with the other statements of the registrant contained
therein.
/s/ Ernst & Young LLP
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Ernst & Young LLP
