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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): September 5, 2000
TECHNOLOGY FUNDING SECURED INVESTORS II
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(Exact name of Registrant as specified in its charter)
Commission File No. 0-16683
California 94-3034262
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2000 Alameda de las Pulgas, Suite 250
San Mateo, California 94403
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(Address of principal executive offices) (Zip Code)
(650) 345-2200
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(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Resignation of Independent Accountants
(i) On September 5, 2000, the Partnership received notice that
KPMG LLP resigned as the Partnership's independent
accountant.
(ii) The report of KPMG LLP on the financial statements of the
Partnership for the fiscal year ended December 31, 1998
contained an unqualified opinion, whereas the report for the
fiscal year ended December 31, 1999 contained an unqualified
opinion with a going concern emphasis. The Partnership has
suffered recurring losses from operations and has primarily
illiquid assets that raise substantial doubt about its
ability to continue as a going concern. The financial
statements do not include any adjustments that might result
from the outcome of this uncertainty.
(iii) KPMG LLP resigned without providing the Partnership any
opportunity to approve or disapprove their resignation. The
Partnership is engaged in the process of selecting new
independent accountants and has authorized KPMG LLP to
respond fully to any inquiries made by any successor
accountants.
(iv) During the Partnership's two most recent fiscal years and
through September 5, 2000, the Partnership has had no
disagreement with KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of KPMG LLP, would have caused
it to make reference to the subject matter of the
disagreement in its report on the financial statements of
the Partnership for such years.
(v) During the Partnership's two most recent fiscal years and
through September 5, 2000, the Partnership has had no
reportable events (as defined in Item 304 (a)(1)(v) of
Regulation S-K.)
(vi) The Partnership has requested that KPMG LLP furnish it with
a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the statements made
above. As of September 12, 2000, this letter was
unavailable. However, pursuant to Item 304 (a)(3) of
Regulation S-K, a copy of such letter will be filed by
amendment within two business days of receipt but not later
than 10 business days after this original filing.
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SIGNATURE
Pursuant to the requirement 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.
Technology Funding Secured Investors II
By: Technology Funding Inc.
Managing General Partner
Date: September 12, 2000 By: /s/ Charles R. Kokesh
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Charles R. Kokesh
President, Chief Executive Officer,
Chief Financial Officer and Chairman
of Technology Funding Inc.
