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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 4, 2000
HYPERCOM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-13521 86-0828608
(State or Other Jurisdiction (Commission (IRS Employer Identification
of Incorporation) File Number) No.)
2851 WEST KATHLEEN ROAD, PHOENIX, ARIZONA 85053
(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code (602) 504-5000
Not Applicable.
(Former Name or Former Address, if changed since last report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective as of February 4, 2000, PricewaterhouseCoopers LLP ("PwC")
was dismissed as the independent accountants of Hypercom Corporation (the
"Company"). On February 9, 2000, the Company engaged Ernst & Young LLP ("E&Y")
as its independent accountants to audit the Company's consolidated financial
statements for the fiscal six months ended December 31, 1999. The decision to
change independent accountants was approved by the Audit Committee of the
Company's Board of Directors.
PwC's reports on the consolidated financial statements of the Company
as of June 30, 1999 and 1998 did not contain an adverse opinion or a disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principles.
During the Company's two most recent fiscal years ended June 30, 1999
and 1998, and for the period from July 1, 1999 through February 4, 2000, there
were no disagreements with PwC 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 PwC, would have caused it
to make reference to the subject matter of the disagreement in connection with
its report. In addition, during the Company's two most recent fiscal years ended
June 30, 1999 and 1998, and for the period from July 1, 1999 through February 4,
2000, there did not occur any kind of event listed in paragraphs (a)(1)(v)(A)
through (D) of Regulation S-K, Item 304.
In connection with the Company's engagement of E&Y as its independent
accountants for the fiscal six months ended December 31, 1999, neither the
Company nor any person acting on behalf of the Company, consulted E&Y regarding
(i) 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; or (ii) any matter that was either the
subject of a disagreement (as defined in paragraph (a)(1)(iv) of Regulation S-K,
Item 304, and the related instructions) or a reportable event as described in
paragraph (a)(1)(v) of Regulation S-K, Item 304.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit Number Description
16 Letter from PricewaterhouseCoopers LLP
to the Securities and Exchange Commission
dated February 9, 2000
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SIGNATURE
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.
HYPERCOM CORPORATION
Date: February 10, 2000 /s/ Jonathon Killmer
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Jonathon Killmer
Chief Financial Officer and
Chief Administrative Officer
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INDEX TO EXHIBITS
Exhibit No. Exhibit
16 Letter from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission dated February 9,
2000.
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EXHIBIT 16
PricewaterhouseCoopers LLP
February 9, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Commissioners:
We have read the statements made by Hypercom Corporation (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report dated February 4, 2000.
We agree with the statements concerning our firm in such Form 8-K.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
