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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): NOVEMBER 23, 1998
NATIONAL TRANSACTION NETWORK, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 000-10966 75-1535237
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
117 FLANDERS ROAD
WESTBOROUGH, MASSACHUSETTS 01581
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (508) 870-3200
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a)(1)(i) On November 23, 1998, National Transaction Network, Inc. ("NTN")
dismissed Deloitte & Touche LLP ("Deloitte & Touche") as its
independent auditor. NTN then engaged Ernst & Young LLP as its
independent auditor. Ernst & Young LLP is the independent auditor
for NTN's majority stockholder, IVI Checkmate Corp.
(ii) Deloitte & Touche's report on the financial statements for either
of the past two years contained no adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
(iii) The decision to change accountants was not recommended or approved
by the Board of Directors of NTN or any committee thereof.
(iv) During NTN's two most recent fiscal years and the subsequent
interim period preceding Deloitte & Touche's dismissal, there
were no disagreements with Deloitte & Touche on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedures.
(v) During NTN's two most recent fiscal years and the subsequent
interim period preceding Deloitte & Touche's dismissal, there
were no reportable events of the type described in subparagraphs
(a)(1)(v)(A)-(D) of Item 304 of Regulation S-K of the Securities
and Exchange Commission.
(a)(2) On November 23, 1998, NTN engaged Ernst & Young LLP as its
independent auditor. Ernst & Young LLP is the independent auditor
for NTN's majority stockholder, IVI Checkmate Corp. During NTN's
two most recent fiscal years and the subsequent interim period
prior to engaging Ernst & Young LLP, neither NTN nor anyone on its
behalf consulted Ernst & Young LLP regarding any of the matters
described in subparagraphs (a)(2)(i) or (ii) of Item 304 of
Regulation S-K.
(a)(3) A letter from Deloitte & Touche addressed to the Securities and
Exchange Commission stating whether Deloitte & Touche agrees with
the statements made by NTN above insofar as they relate to
Deloitte & Touche is filed as Exhibit 16 hereto.
ITEM 4. FINANCIAL STATEMENTS AND EXHIBITS.
No financial statements are required to be filed as part of this report.
The following exhibit is filed as part of this report:
Exhibit No. Description
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16 Letter from Deloitte & Touche LLP to the Securities
and Exchange Commission dated November 24, 1998
regarding its concurrence with the registrant's
statements herein insofar as they relate to Deloitte &
Touche
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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.
NATIONAL TRANSACTION NETWORK, INC.
Date: November 25, 1998 By: /s/ John J. Neubert
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John J. Neubert
Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
- ---------- ----------- -------
16 Letter from Deloitte & Touche LLP to the
Securities and Exchange Commission dated
November 24, 1998 regarding its concurrence
with the registrant's statements herein
insofar as they relate to Deloitte & Touche
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EXHIBIT 16
[DELOITTE & TOUCHE LLP LETTERHEAD]
November 24, 1998
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read the comments in Item 4 of Form 8-K of National Transaction Network,
Inc. dated November 23, 1998 and have the following comments:
1) We agree with the statements made in (a)(l)(ii), (a)(l)(iv), (a)(l)(v) and
(a)(3) and in the first sentence of (a)(l)(i).
2) We have no basis of agreeing or disagreeing with the statements made in
(a)(l)(iii) and (a)(2) and in the second and third sentences of (a)(l)(i).
Yours truly,
/s/ Deloitte & Touche LLP
