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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): AUGUST 10, 1999
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CLAIMSNET.COM
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(Exact name of registrant as specified in its charter)
Delaware 001-14665 75-2649230
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
12801 N. Central Expressway, Suite 1515
Dallas, Texas 75243
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(Address of principal executive offices) (Zip Code)
(972) 458-1701
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(Registrant's telephone number, including area code)
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
(a) Previous independent accountant:
(1) On August 10, 1999, the Registrant dismissed King Griffin & Adamson
P.C., which served as the Registrant's independent public accountants
since 1996.
(2) The reports issued by King Griffin & Adamson P.C. on the financial
statements for the past two fiscal years of the Registrant did not
contain an adverse opinion nor a disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting
principles.
(3) Based on the recommendation of the Audit Committee, the Registrant's
Board of Directors approved the decision to change independent public
accountants.
(4) In connection with its audits for the two most recent fiscal years and
through August 10, 1999, there were no disagreements with King Griffin
& Adamson P.C. 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 King Griffin &
Adamson P.C., would have caused King Griffin & Adamson P.C. to make
reference thereto in their Report on the financial statements for such
years or such interim periods.
(5) The Registrant has requested that King Griffin & Adamson P.C. furnish
it with a letter addressed to the Commission stating whether or not it
agrees with the above statements. A copy of such letter, dated August
16, 1999, is filed as Exhibit 16.1 to this Form 8-K.
(b) New independent public accountants:
(1) The Registrant engaged Ernst & Young LLP as its new independent public
accountants as of August 10, 1999. The Registrant's Board of Directors
approved this on May 21, 1999. During the two most recent fiscal years
and through August 10, 1999, the Registrant has verbally consulted
with Ernst & Young LLP only regarding issues related to 1999 matters
and, specifically, to matters related to a bridge financing
transaction, matters related to the issuance of stock options and
stock warrants to non-employees, and general matters related to the
presentation of interim financial results. The recommendations of
Ernst & Young LLP were adopted by the Company and are disclosed in the
Form 10-Q filings dated May 17, 1999 and August 16, 1999.
(2) The previous independent accountants were verbally consulted on the
matter related to a bridge financing transaction and were not in
disagreement with the views of management and Ernst & Young LLP.
(3) The Registrant has allowed Ernst & Young LLP to review this Form 8-K
before it is filed with the Commission. Ernst & Young LLP has not
furnished the Registrant with a letter containing any new information,
clarification, or disagreement with the information set forth herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits:
16.1 Letter from King Griffin & Adamson P.C.
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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 thereunto duly authorized.
CLAIMSNET.COM
DATE: August 16, 1999 By: /s/ Bo W. Lycke
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Bo W. Lycke
President and
Chief Executive Officer, on
behalf of the Registrant
By: /s/ Paul W. Miller
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Paul W. Miller
Chief Financial Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Document
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<S> <C>
16.1 Letter from King Griffin & Adamson P.C.
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August 16, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Claimsnet.com inc.
File Ref. No. __________
We were previously the principal accountant for Claimsnet.com inc. and, under
the date of January 22, 1999, except for Note M which is as of February 28,
1999, we reported on the consolidated financial statements of Claimsnet.com
inc. and subsidiary as of December 31, 1998, 1997, and 1996 and for the years
ended December 31, 1998 and 1997 and the period from April 8, 1996
(inception) to December 31, 1996. On August 10, 1999, our appointment as
principal accountant was terminated. We have read Claimsnet.com inc.'s
statements included under Item 4 of its Form 8-K dated August 10, 1999 and
we agree with such statements.
Yours truly,
/s/ King Griffin & Adamson P.C.
King Griffin & Adamson P.C.
