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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) OCTOBER 13, 1999
AXCESS INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 0-11933 85-0294536
(State or other jurisdiction of (Commission File Number) (I.R.S. employer identification no.)
incorporation or organization)
3208 COMMANDER DRIVE, DALLAS, TEXAS 75006
(Address of principal executive offices) (Zip Code)
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(972) 407-6080
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
KPMG LLP resigned as AXCESS Inc.'s independent auditor on October 13,
1999. At a meeting held on October 19, 1999, the audit committee of the
company's board of directors approved the engagement of Ernst & Young LLP, as
its independent auditor for the fiscal year ending December 31, 1999, to replace
the firm of KPMG LLP.
The audit reports of KPMG 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 they qualified or modified as to uncertainty, audit scope, or
accounting principles, except for a statement in the audit reports that KPMG LLP
believed the company's recurring losses from operations and resulting continued
dependence upon access to additional external financing raised substantial doubt
about the company's ability to continue as a going concern. In connection with
the audits of the company's financial statements for each of the two fiscal
years ended December 31, 1998, and December 31, 1997, and the subsequent interim
period through October 12, 1999, there were no disagreements with KPMG LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of KPMG LLP, would have caused KPMG LLP to make reference to the
subject matter in its reports. A copy of KPMG LLP's letter, dated October 19,
1999, is filed as Exhibit 99.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Listed below is the exhibit filed as a part of this report.
99.1 -- Letter from KPMG LLP.*
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, AXCESS
Inc. has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: October 19, 1999 AXCESS INC.
By: /s/ James R. Craig
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James R. Craig, Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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99.1 -- Letter from KPMG LLP.*
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* Filed herewith.
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EXHIBIT 99.1
October 19, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for AXCESS Inc. and under date of March
19, 1999 we reported on the consolidated financial statements of AXCESS Inc. as
of and for the years ended December 31, 1998 and 1997. On October 13, 1999, we
resigned as principal accountants for AXCESS Inc. We have read AXCESS Inc.'s
statements included under Item 4 of its Form 8-K dated October 19, 1999, and we
agree with such statements, except that we are not in a position to agree or
disagree with the company's statement that the engagement of Ernst & Young LLP
was approved by the audit committee of the company's board of directors.
Very truly yours,
/s/ KPMG LLP
