SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
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FORM 8-K/A
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 2, 1996
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COMMUNICATION INTELLIGENCE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-19301 94-2790442
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(Commission File Number) (IRS Employer Identification Number)
275 Shoreline Drive, Suite 520, Redwood Shores, CA 94065
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(Address of Principal Executive Offices)
(415) 802-7888
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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 Accountants
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On August 2, 1996, Communication Intelligence Corporation (the "Company")
received a letter from KPMG Peat Marwick LLP ("Peat Marwick") stating that it
was resigning as the auditors the Company. As of the date of this Report, the
Company had not yet retained another firm as its principal accountants.
Peat Marwick advised the Company that it was resigning as the Company's
auditor following discussions between Peat Marwick and the staff of the
Securities and Exchange Commission regarding the independence of Peat Marwick
in light of consulting services that have been provided to the Company by Peat
Marwick and KPMG BayMark Capital LLC ("BayMark"). The Company's present
intention is to continue its relationship with BayMark.
In addition, the Company has been advised by the SEC staff that the
effectiveness of the Company's pending Registration Statement on Form S-3,
relating to the resale of the Company's common stock by certain selling
shareholders, will be delayed while the SEC considers matters relating to
Peat Marwick's independence in connection with its audit of the Company's 1995
financial statements.
In connection with the audit of the fiscal year ended December 31, 1995,
and during subsequent periods through August 2, 1996, there were no
disagreements with Peat Marwick on any matter of accounting principles or
practices, financial statement disclosure, auditing scope or procedures, which
disagreements, if not resolved to their satisfaction, would have caused them
to make reference in connection with their opinion to the subject matter of
the disagreement.
The audit report of Peat Marwick on the consolidated financial statements
of the Company as of and for the year ended December 31, 1995 did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles. A letter
from Peat Marwick is filed herewith.
On August 14, 1996, the Company retained Price Waterhouse LLP ("PW")
as the Company's principal accountants to audit the Company's financial
statements. During the two years ended December 31, 1995 and during the
subsequent period ended August 14, 1996, neither the Company nor anyone on its
behalf consulted PW regarding (i) the application of accounting principles to
any transaction, either completed or proposed, or (ii) the type of audit
opinion that might be rendered by PW on the Company's financial statements.
Item 7. Financial Statements and Exhibits
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Exhibits
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1 Letter from KPMG Peat Marwick LLP to the Securities and Exchange
Commission.
-2-
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SIGNATURES
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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.
COMMUNICATION INTELLIGENCE CORPORATION
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(Registrant)
Dated: August 14, 1996
By: /s/ Francis V. Dane
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Francis V. Dane
Vice President, Secretary and Treasurer
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Exhibit 1
[PEAT MARWICK LLP LETTERHEAD]
August 8, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Communications Intelligence
Corporation and under the date of February 16, 1996, we reported on the
consolidated financial statements of Communication Intelligence Corporation and
subsidiaries as of and for the year ended December 31, 1995. On August 2,
1996, we resigned. We have read Communication Intelligence Corporation's
statements included under Item 4 of its Form 8-K dated August 8, 1996 and we
agree with such statements, except that we are unable to comment as to the
Company's stated intent to continue its relationship with BayMark Capital LLC.
Very truly yours,
/s/ KPMG Peat Marwick LLP
