VERAMARK TECHNOLOGIES INC
8-K, 2000-04-04
TELEPHONE & TELEGRAPH APPARATUS
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                   SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC  20549


                                FORM 8-K


                         Current Report Pursuant
                       To Section 13 or 15 (d) of
                 The Securities and Exchange Act of 1934

                     Date of Report:  April 3, 2000

                       VERAMARK TECHNOLOGIES, INC.
         (Exact Name of Registrant as Specified in its Charter)

                                DELAWARE
             (State or Other Jurisdiction of Incorporation)

               0-13898             16-1192368
      (Commission File No.)    (I.R.S. Employer Identification No.)

                    3750 MONROE AVENUE, PITTSFORD, NY
                (Address of Principal Executive Offices)

                                  14534
                               (Zip Code)

                             (716) 381-6000
          (Registrant's Telephone Number, including Area Code)



<PAGE>
ITEM 4.  Change in Registrant's Certifying Accountants

1. At  a  board meeting held on March 28, 2000, the Board of Directors of
   Veramark  Technologies, Inc. approved the engagement of the accounting
   firm of PricewaterhouseCoopers  LLP  as  independent  auditors for the
   Registrant  and  its  Divisions  and subsidiaries for the year  ending
   December 31, 2000, subject to approval  of  stockholders.   Audit  fee
   negotiations  were  satisfactorily  concluded  on March 27, 2000.  The
   audit  relationship  between the Registrant and its  past  independent
   auditors, Arthur Andersen  LLP  will  be  continued through an orderly
   completion of all matters related to the year which ended December 31,
   1999.

2. During the two most recent fiscal years and  interim period subsequent
   to  December  31  1999, there have been no disagreements  with  Arthur
   Andersen LLP on any  matter  of  accounting  principles  or practices,
   financial statement disclosure, or auditing scope or procedure  or any
   reportable events.

3. Arthur Andersen's report on the financial statements for 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.

4. The Registrant has requested  that  Arthur  Andersen furnish it with a
   letter  addressed  to the Securities and Exchange  Commission  stating
   whether or not it agrees with the statements made by the Registrant in
   response to this Item  4 and, if not, stating the respects in which it
   does not agree.  The Registrant  delivered  a  copy  of  this Form 8-K
   report to Arthur Andersen on March 31, 2000.  The Registrant has filed
   as  an  exhibit  to  this Form 8-K report, a copy of Arthur Andersen's
   letter.

EXHIBIT (1.1)   Arthur Andersen letter to the Securities and Exchange
                Commission.

                               SIGNATURES


Pursuant to the requirements  of the Securities and Exchange Act of 1934,
the Registrant has duly caused  this Report to be signed on its behalf by
the undersigned, thereunto duly authorized  in  Pittsford,  New  York  on
April 3, 2000.

                         Veramark Technologies, Inc.


                         By:  ________________________________
                                 Robert L. Boxer, Vice President,
                                 Secretary


                         By:  ________________________________
                                  Ronald C. Lundy, Treasurer
                                  Chief Accounting Officer

<PAGE>
                                             EXHIBIT 1.1



                      LETTER OF ARTHUR ANDERSEN LLP


We have read Item 4 included in the Form 8-K dated April 3, 2000 of
Veramark Technologies, Inc. to be filed with the Securities and Exchange
Commission and are in agreement with the statements therein.

Arthur Andersen LLP /s/
<PAGE>



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