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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
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 2, 1999 (July 27, 1999)
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ON2.COM INC.
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(Exact name of registrant as specified in charter)
Colorado 0-23171 84-1280679
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
375 Greenwich Street New York, New York 10013
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 941-2400
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On July 27, 1999, On2.com Inc. (the "Company") dismissed Nelson, Mayoka &
Co., its former certifying accountants. Nelson, Mayoka & Co. has not reported
on the financial statements of the Company. The decision to change accountants
was recommended and approved by the board of directors of the Company. There
have been no disagreements between the Company and Nelson, Mayoka & Co.
Also on July 27, 1999, the Company dismissed Ernst & Young LLP, the
former certifying accountants of the Company's subsidiary, The Duck Corporation.
Ernst & Young LLP had not issued an adverse opinion or a disclaimer of opinion,
and its opinion has not been qualified or modified as to uncertainty, audit
scope, or accounting principles. There have been no disagreements between the
Company and Ernst & Young LLP.
On July 27, 1999, the Company appointed Arthur Andersen LLP as its new
independent accountant.
ITEM 7. EXHIBITS. The following items are attached as exhibits hereto:
Exhibit 16.1 Letter of Nelson, Mayoka & Co.
Exhibit 16.2 Letter of Ernst & Young LLP
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.
ON2.COM INC.
/s/ Barry M. Shereck
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Name: Barry M. Shereck
Title: Chief Financial Officer
Dated: August 6, 1999
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EXHIBIT 16.1 LETTER OF NELSON, MAYOKA & CO.
Nelson, Mayoka & Company, P.C.
551 5th Avenue
New York, NY 10176-00001
August 2, 1999
Board of Directors
On2.com Inc.
375 Greenwich Street
New York, NY 10013
We would like to inform you that we resign as the auditors of On2.com Inc. as
of July 27, 1999. We agree with the reference to us that you have included in
the Current Report on form 8-K that you propose to file on August 2, 1999.
Very truly yours,
/s/ Nelson, Mayoka & Co.
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Nelson, Mayoka & Co.
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EXHIBIT 16.2 LETTER OF ERNST & YOUNG LLP
Ernst & Young LLP
787 Seventh Avenue
New York, NY 10019
August 4, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated August 2, 1999, of On2.com Inc. and are
in agreement with the statements contained in the second paragraph therein with
respect to The Duck Corporation. We have no basis to agree or disagree with
other statements of the registrant contained therein.
/s/ Ernst & Young LLP
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Ernst & Young LLP
