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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): MAY 30, 2000
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ZAPME! CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-1084561 91-1836242
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3000 EXECUTIVE PARKWAY #150, SAN RAMON, CALIFORNIA 94583
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (925) 543-0300
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 30, 2000, the Company's independent auditors, Ernst & Young
LLP, notified the Company that Ernst & Young LLP, were resigning as the
Company's independent auditors effective as of May 30, 2000. The reports of
Ernst & Young LLP on the Company's financial statements for the past two
fiscal years did not contain an adverse opinion or a disclaimer of opinion
nor were either qualified or modified 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 December 31, 1999 and December 31, 1998, and
during the most recent interim period preceding Ernst & Young LLP's resignation,
there were no disagreements with Ernst & Young LLP on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures which, if not resolved to the satisfaction of Ernst & Young LLP would
have caused Ernst & Young LLP to make reference to the subject matter in their
report. The Company has requested Ernst & Young LLP to furnish it a letter
addressed to the Commission stating whether it agrees with the above statements.
A copy of that letter, dated June 1, 2000 is filed as Exhibit 16.1 to this Form
8-K.
On June 6, 2000, the Company approved the engagement of Grant
Thornton LLP as its independent auditors for the fiscal year ending
December 31, 2000 to replace the firm of Ernst & Young LLP.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) EXHIBITS.
16.1 Letter re Change in Certifying Accountant dated June 1, 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.
Dated: June 6, 2000 ZAPME! CORPORATION
/S/ Robert Edwards
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Robert Edwards
Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit
Number Description of Document
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16.1 Letter re Change in Certifying Accountant dated June 1, 2000.
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