DIRECTCOM INC
8-K, 1999-08-13
DIRECT MAIL ADVERTISING SERVICES
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<PAGE>

                      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:  August 13, 1999


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


                                   Delaware
                (State or other jurisdiction of incorporation)


<TABLE>
<S>                                      <C>
               02-22475                              22-2942013
        (Commission File No.)            (IRS Employer Identification No.)
</TABLE>


                           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)
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ITEM 4   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
- ------

         (a) Effective as of August 9, 1999, Registrant retained the services of
             Thompson Dugan, PC ("Thompson") as Registrant's certifying
             accountant for the performance of accounting and financial
             reporting services.  Thompson replaces PricewaterhouseCoopers LLP
             ("PWC"), the firm that served as the independent accountants of
             Registrant as of and for the years ended December 31, 1997 and
             1998. Registrant's decision to dismiss PWC was a result of
             Registrant's decision to reduce its auditing costs.

         (b) The reports of PWC on Registrant's consolidated 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 PWC's audits for the years ended December 31,
             1997 and December 31, 1998, and the interim period through its date
             of dismissal on August 9, 1999, there have been no disagreements on
             any matter of accounting principals or practices, financial
             statement disclosure or auditing scope or procedure, which
             disagreements if not resolved to the satisfaction of PWC, 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
             PWC 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.


ITEM 7   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
- ------
         (c) Exhibits.

         16  PricewaterhouseCoopers letter dated August 12, 1999.


                                   SIGNATURE
                                   ---------

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)



                                                 By: /s/ Nicholas Robinson
                                                    -------------------------
                                                     (Signature)
                                                     Name:  Nicholas Robinson
                                                     Title: President


<PAGE>

                                                                      Exhibit 16


 August 12, 1999

 Securities and Exchange Commission
 450 Fifth Street, N.W.
 Washington, D.C. 20549

 Commissioners:

 We have read the statements made by DirectCom, Inc. (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 report dated August 13, 1999.  We agree with
 the statements concerning our Firm in such Form 8-K.

 Very truly yours,


 PricewaterhouseCoopers LLP


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