CHATCOM INC
8-K, 1998-02-06
COMPUTER COMMUNICATIONS EQUIPMENT
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                       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)   February 2, 1998


                                 CHATCOM, INC.
             (Exact name of registrant as specified in its charter)


                                   CALIFORNIA
                 (State or other jurisdiction of incorporation)

              0-20462                             95-3746596
       (Commission File Number)     (I.R.S. Employer Identification No.)

 9600 TOPANGA CANYON BOULEVARD                        91311
      CHATSWORTH, CALIFORNIA                       (Zip Code)
(Address of principal executive offices)

                                 (818) 709-1778
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
         (Former name or former address, if changed since last report)

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Item 4.  Changes in Registrant's Certifying Accountant.
         --------------------------------------------- 

     Effective February 2, 1998, ChatCom, Inc. (the "Company") dismissed
Deloitte & Touche LLP ("Deloitte & Touche") as its principal independent
accountant.

     Deloitte & Touche's report dated June 20, 1997 and its report dated June
26, 1996 on the financial statements of the Company for the fiscal years ended
March 31, 1997 and 1996, respectively, did not contain an adverse opinion or a
disclaimer of opinion, and were not modified as to audit scope or accounting
principles.  However, the report dated June 20, 1997 was modified as to
uncertainty by including a statement that the Company's recurring losses and
negative cash flows from operations raised substantial doubt about its ability
to continue as a going concern and that such financial statements do not include
any adjustments that might result from the outcome of such uncertainty.

     The decision to change the independent accounting firm was recommended and
approved by the Audit Committee of the Company's Board of Directors.

     There have been no disagreements with Deloitte & Touche on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure during the fiscal years ended March 31, 1997 and 1996, and
through the interim period preceding their dismissal on February 2, 1998, which
disagreements, if not resolved to the satisfaction of Deloitte & Touche, would
have caused it to make reference to the subject matter of the disagreement in
connection with its reports.

Item 7.  Financial Statements and Exhibits.
         --------------------------------- 

     (a) Financial statements of businesses acquired.

         Not applicable.

     (b) Pro forma financial information.

         Not applicable.

     (c) Exhibits.

         16.1 Letter dated February 4, 1998 from ChatCom, Inc. to Deloitte &
              Touche LLP.

         16.2 Letter dated February 6, 1998 from Deloitte & Touche LLP to the
              Securities and Exchange Commission.

                                       2
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                                   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.


                                    CHATCOM, INC.



Date:  February 6, 1998             By /s/ RICHARD F. GORDON, JR.
                                       -----------------------------------
                                       Richard F. Gordon, Jr.
                                       Chairman of the Board
 

                                       3

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                                                                    Exhibit 16.1

                           [CHATCOM, INC. LETTERHEAD]



                                    February 4, 1998



Deloitte & Touche LLP
1000 Wilshire Boulevard
Los Angeles, California 90017

Gentlemen:

  This is to confirm the decision of the Audit Committee of the Board of
Directors to dismiss Deloitte & Touche LLP as the principal independent
accountants effective February 2, 1998.

  Pursuant to the rules and regulations of the Securities and Exchange
Commission, we have prepared the attached Form 8-K.  Item 304 of Regulation S-B
requires you to review the Form 8-K and respond in writing to the
representations made by ChatCom, Inc. therein.  As your response must be
submitted with the Form 8-K, your prompt reply would be sincerely appreciated.

  We appreciate your professional assistance over the years.

                                    Sincerely,

                                    /s/ RICHARD F. GORDON, JR.

                                    Richard F. Gordon, Jr.
                                    Chairman of the Board

<PAGE>
 
                                                                    Exhibit 16.2
                       [DELOITTE & TOUCHE LLP LETTERHEAD]






Securities and Exchange Commission
Main Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549

Dear Sirs/Madam:

  We have read and agree with the comments in Item 4 of Form 8-K of ChatCom,
Inc., dated February 2, 1998.

                                    Yours truly,

                                    /s/ DELOITTE & TOUCHE LLP

                                    Los Angeles, California 
                                    February 6, 1998


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