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): February 23, 1998
-------------------
fonix corporation
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- ---------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
0-23862 22-2994719
- --------------------------- ------------------------------------
(Commission file number) (I.R.S. Employer Identification No.)
1225 Eagle Gate Tower, 60 East South Temple Street
Salt Lake City, Utah 84111
--------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 328-0161
Not Applicable
- ---------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 4. Changes in Registrant's Certifying Accountant.
On February 24, 1998 the Company appointed Arthur Andersen LLP
("Andersen") to replace Deloitte & Touche LLP ("Deloitte") as independent
auditors of the Company for the fiscal year ended December 31, 1997.
Deloitte resigned as the Company's independent auditors on February 23,
1998.
The report of Deloitte on the Company's consolidated financial
statements for the year ended December 31, 1996 contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principle, except that Deloitte's
report on the consolidated financial statements for the year ended December
31, 1996 included an explanatory paragraph with respect to the Company
being in the development stage and its having suffered recurring losses
which raise substantial doubt about its ability to continue as a going
concern.
The decision to engage Andersen as the Company's independent auditors
was approved by the Company's board of directors.
In connection with the audit for the year ended December 31, 1996,
and through February 23, 1998, the Company has had no disagreements with
Deloitte on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements
if not resolved to the satisfaction of Deloitte would have caused it to
make reference thereto in its report on the consolidated financial
statements for such year.
During the year ended December 31, 1996, and through February 23,
1998, there have been no reportable events (as defined in Item 304(a)(1)(v)
of Regulation S-K).
Deloitte has provided to the Company a letter addressed to the
Securities and Exchange Commission stating that it has reviewed the
disclosure provided in this Current Report and has no disagreement with the
relevant portions of this disclosure, pursuant to the requirements of Item
304(a)(3) of Regulation S-K. A copy of such letter, dated as of February
24, 1998, will be filed as Exhibit 16 to this Current Report on Form 8-
K.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 16 Letter regarding change in certifying accountant*
* To be filed by amendment
<PAGE>
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 thereunto duly authorized.
fonix corporation
By: /s/ Douglas L. Rex
--------------------------------------
Douglas L. Rex
Chief Financial Officer
(Principal Accounting Officer)
