<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
December 8, 1999
- --------------------------------------------------------------------------------
Date of Report (date of earliest event reported)
COMMUNICATION INTELLIGENCE CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-19301 94-2790442
- ------------------------------------- ------------------------------------
(Commission File Number) (IRS Employer Identification Number)
275 Shoreline Drive, Suite 500, Redwood Shores, CA 94065
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(650) 802-7888
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, If Changed Since Last Report)
<PAGE>
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a)(1) Previous Independent Accountants
(i) On December 8, 1999, Communication Intelligence
Corporation (the "Registrant") dismissed PricewaterhouseCoopers
LLP as the Registrant's independent accountant.
(ii) The reports of PricewaterhouseCoopers LLP on the
consolidated financial statements for the past two fiscal years ended December
31, 1997 and 1998 contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles.
(iii) As of December 8, 1999, the Registrant had not
engaged a successor accounting firm. As of December 13, 1999, the Registrant
named a successor accounting firm. (See (2) below.)
(iv) In connection with its audits for the two most recent
fiscal years and through December 8, 1999, there have been no disagreements with
PricewaterhouseCoopers LLP on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP
would have caused them to make reference thereto in their reports on the
consolidated financial statements for such years.
(v) During the Registrant's two most recent fiscal years and
through December 8, 1999, there have been no reportable events (as defined in
Regulation S-K Item 304 (a)(1)(v).
(vi) The Registrant has provided PricewaterhouseCoopers LLP
with a copy of the disclosure it is making in response to Item 304(a) of
Regulation S-K. The Registrant has requested PricewaterhouseCoopers LLP to
furnish the Registrant with a letter addressed to the Commission stating whether
it agrees with the statements made by the Registrant and, if not, stating the
respects in which it does not agree. A copy of such letter is filed as Exhibit
16.1 to this Form 8-K.
(2) Newly Engaged Independent Accountants
(i) On December 13, 1999, the Registrant named Stonefield
Josephson Accountancy Corporation ("Stonefield Josephson") as its new
independent accountant. During the two years ended December 31, 1998 and
during the subsequent period ended December 13, 1999, neither the Registrant
nor anyone on its behalf consulted Stonefield Josephson regarding (i) the
application of accounting principles to any transaction, either completed or
proposed, or (ii) the type of opinion that might be rendered by Stonefield
Josephson on the Company's financial statements.
ITEM 5. OTHER EVENTS
On December 13, 1999, the Registrant hired Marjorie J. Bailey, CPA as
its Vice President of Finance and Chief Financial Officer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBITS
16.1 Letter from PricewaterhouseCoopers LLP to the Securities and
Exchange Commission.
99.1 Press release dated December 14, 1999.
2
<PAGE>
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: December 14, 1999
COMMUNICATION INTELLIGENCE CORPORATION
(Registrant)
By: /s/ Guido DiGregorio
------------------------------------
Guido DiGregorio, President
3
<PAGE>
EXHIBIT INDEX
EXHIBITS PAGE NO.
16.1 Letter from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission. 6
99.1 Press release dated December 14, 1999. 7
4
<PAGE>
Exhibit 16.1
December 15, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by CIC (copy attached), which we understand
will be filed with the Commission, pursuant to item 4 of Form 8-K, as part of
the Company's Form 8-K. We agree with the statements concerning our Firm in
such Form 8-K.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
<PAGE>
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Andrea Steller
Phone: 650-802-7740
E-mail: [email protected]
CIC APPOINTS CHIEF FINANCIAL OFFICER AND
CONCURRENTLY ENGAGES NEW AUDIT FIRM
Redwood Shores, CA, December 14, 1999 - (Nasdaq: CICI) Communication
Intelligence Corporation (CIC) announced today that Marjorie L. Bailey, CPA
has been named as the Company's Vice President of Finance and Chief Financial
Officer. The Company also announced that it has retained Stonefield Josephson
Accountancy Corporation as their independent auditors.
The appointment of Ms. Bailey follows an extensive search focused on locating
a candidate with the technical abilities, capital market expertise,
communication and leadership skills that will strengthen and complement the
current management team. As an experienced Chief Financial Officer, Ms.
Bailey brings a wealth of experience to the team. This includes SEC reporting
experience and the proven ability to manage, build and maintain an effective
finance department and the skills that a Chief Financial Officer of a public
company needs to communicate effectively with existing and prospective
investors.
Guido DiGregorio, CEO stated, "I am pleased that Marjorie has decided to join
CIC. Filling of the CFO position represents another planned step in CIC's
reorganization that commenced approximately two years ago when I took over as
the Company's President. I am confident that Marjorie's skill set will prove
invaluable towards achieving our financial objectives and effectively
communicating that progress to the financial community."
CIC's reorganization was accompanied by the implementation of a business
strategy that focused on four market segments: (1) accelerate sales growth
through original equipment manufacturers (OEM's), primarily handheld
organizers and cellular Smartphone manufacturers; (2) accelerate the sale of
aftermarket consumer software offerings over the internet via the Company's
web site and selected on-line resellers; (3) establish sustainable sales
growth with enterprises by leveraging CIC technologies including digital
signature capture and verification for both corporate security and e-commerce
applications; and (4) leverage the company's China joint
<PAGE>
venture to establish and accelerate sale of its Chinese handwriting and other
software products to OEM's and enterprises in the growing PRC market.
This strategy has resulted in consistent progress toward CIC's overall goal
of positioning strategically in the right market segments with the right
partners to achieve accelerated and sustained earnings growth. Most recently,
the Company's progress has been evidenced by the completion of key licensing
agreements with major OEM's including: National Semiconductor for a wireless
internet appliance called the WebPad, and Ericsson to bundle CIC's core
technologies on Ericsson's new smart phone offerings, the first of which is
the R380. Additionally, CIC has recently announced a new version of Sign-It
- -TM- that extends the full functionality of CIC's e-signature solutions to
corporate and enterprise users of Palm connected organizers. This year CIC
has also introduced WordComplete -TM-, RecoEcho -TM-, Sign-On -TM- and
InkSnap -TM-, four new consumer software solutions targeted at the growing
community of nearly 5 million installed users of Palm connected organizers.
CIC's domestic progress has been supplemented by the progress of
Communication Intelligence Computer Corporation (CICC), a 90% owned Chinese
joint venture. CICC has recently announced the licensing of its Chinese
Handwriting Recognition System 2000 to Wacom for Wacom's Chinese market
tablet offering. CICC has also licensed its PenTools -TM- product to HiSense
Software Co. for integration into HiSense's office automation system offering.
ABOUT CIC
Communication Intelligence Corporation (CIC) is the leading supplier of
pen-based software solutions. The Company's core software technologies
include multilingual handwriting recognition systems, dynamic signature
verification, ink compression, and operating system extensions that enable
pen input. CIC's products are designed to increase the ease of use,
functionality, and security of mobile electronic devices ranging from
handheld companions to cellular phones. Key licensees of the Company's
technologies include Ericsson, Fujitsu, Hitachi, Microsoft, Mitsubishi,
National Semiconductor, and Nortel. CIC is headquartered in Redwood Shores,
California and has a joint venture, CICC, in Nanjing, China. For more
information about CIC and its products please visit our website at
www.cic.com.
Certain statements contained in this press release, including without
limitation, statements containing the words "believes", "anticipates", "hopes",
intends", "expects", and other words of similar import, constitute "forward
looking" statements within the meaning of the Private Litigation Reform Act of
1995. Such statements involve known and unknown risks, uncertainties and other
factors which may cause actual events to differ materially from expectations.
Such factors include the following (1) technological, engineering, quality
control or other circumstances which could delay the sale or shipment of
products; (2) economic, business, market and competitive conditions in the
software industry and technological innovations which could affect the Company's
business; (3) the Company's inability to protect its trade secrets or other
proprietary rights, operate without infringing upon the proprietary rights of
others or prevent others from infringing on the proprietary rights of the
Company; and (4) general economic and business conditions and the availability
of sufficient financing.
CIC, its logo, and Jot are registered trademarks of Communication Intelligence.
Sign-it is a trademark of CIC. All other trademarks are properties of their
respective owners.
