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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date: February 19, 1998
DIRECTCOM, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-22475 22-2942013
(Commission File No.) (IRS Employer Identification No.)
3 Garrett Mountain Plaza
Suite 202A
West Paterson, New Jersey 07424
(Address of principal executive offices)
(Zip Code)
(973) 523-2500
(Registrant's telephone number, including area code)
Portions Amended
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The Current Report on Form 8-K/A No. 1 dated February 18, 1998 has been amended
to correct the file number and to include a new Exhibit 16 with a date of
February 18, 1998.
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Item 4. Changes in Registrant's Certifying Accountants.
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(a) Effective as of February 6, 1998, Registrant retained the
services of Coopers & Lybrand L.L.P. ("Coopers") as Registrant's
certifying accountant for the performance of accounting and financial
reporting services. Coopers replaces Thompson Dugan, PC ("Thompson"),
the accountant that served as the principal independent accountant for
purposes of auditing Registrant's financial statements and preparing
financial reports during 1995 and 1996. Registrant's decision to
dismiss Thompson was a result of Registrant's decision to engage an
accounting firm with a national reputation.
(b) The reports of Registrant's principal independent accountant on
Registrant's financial statements for the past two fiscal years
contain no adverse opinion or disclaimer of opinion and were not
qualified as to uncertainty, audit scope or accounting principals.
(c) In connection with Thompson's audits for the years ended December
31, 1995 and December 31,1996 and the interim period through its date
of dismissal on February 6, 1998, there have been no disagreements on
any matter of accounting principals or practices, financial statement
disclosure orauditing scope or procedure, which disagreements if not
resolved to the satisfaction of Thompson, would have caused it to make
reference thereto in its reports on the Registrant's financial
statements for such years.
(d) Attached as Exhibit 16 to this Report is a copy of the letter
from Thompson concurring with the statements in paragraphs (a)-(c),
above.
(e) A decision to change the principal independent accountant was
approved by Registrant's Board of Directors.
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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 thereunto duly authorized.
DIRECTCOM, INC
(REGISTRANT)
/s/Robert W. Paltrow
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(signature)
Name: Robert W. Paltrow
Title: Secretary/Treasurer
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EXHIBIT 16
[LETTERHEAD OF THOMPSON DUGAN, PC]
February 18, 1998
Securities and Exchange Commission
450 5th St. NW
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated February 18, 1998 of DirectCom, Inc. and
are in agreement with the statements made in paragraphs (a) - (c).
Very truly yours,
/s/ Thompson Dugan, PC
