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): December 17, 1999
INSTANT VIDEO TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-28079 84-1141967
(Commission File Number) (IRS Employer Identification No.)
500 Sansome Street, Suite 503
San Francisco, California 94111
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (415) 391-4455
Not Applicable
(Former name or former address, if Changed Since Last Report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
On December 17, 1999, KPMG LLP resigned as the independent auditors of
Instant Video Technologies, Inc., a Delaware corporation (the "Company"). The
independent auditor's report for the fiscal years ended December 30, 1997 and
1998 contained no adverse opinion, disclaimer of opinion, or qualification or
modification as to uncertainty, audit scope or accounting principles. During
fiscal year 1998 and 1999 and through the date of resignation, there were no
disagreements between the Company and KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
16. Letter from KPMG LLP regarding its concurrence or disagreement with the
statements made in this report.
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<PAGE>
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 hereunto duly authorized.
Date: January 14, 2000
INSTANT VIDEO TECHNOLOGIES, INC.
By: ________________________________________
Name: Edward H. Davis
Title: General Counsel
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
16 Letter from KPMG LLP, former independent auditors,
regarding its concurrence or disagreement with the
statements made in this report.
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[GRAPHIC LOGO]
500 E. Middlefield Road
Mountain View, CA 94043
December 30, 1999
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Instant Video Technologies, Inc.
and subsidiaries (the Company) and, under the date of March 19, 1999, we
reported on the consolidated financial statements of the Company as of and for
the years ended December 31, 1998 and 1997. On December 17, 1999, we resigned.
We have read the Company's statements included under Item 4 of its Form 8-K
dated December 27, 1999 and its Form 8-K/A dated December 28, 1999 and we agree
with such statements, except as follows:
In connection with the audits of the two fiscal years ended December 31, 1998,
and the subsequent interim period through December 17, 1999, there were no
disagreements with KPMG LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to our satisfaction would have caused us to make
reference in connection with our opinion to the subject matter of the
disagreement.
Our audit reports on the consolidated financial statements of the Company as of
and for the years ended December 31, 1998 and 1997, did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles, as follows:
Our auditors' reports contained a separate paragraph stating that "the Company
has suffered recurring losses from operations and has a net capital deficit that
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty."
Our letter to the Audit Committee of the Board of Directors of the Company dated
May 1, 1998 included certain matters involving internal control and its
operation that we considered to be reportable condititons under standards
established by the American Institute of Certified Public Accountants. The
reportable condititons are summarized as follows:
During the third quarter of 1997, the Company identified certain irregularities
with an accounts receivable and cash account recorded during the first and
second quarter. The Company belived that revenue of approximately $165,000 was
recognized inappropriately in the first quarter and the cash receipts of
$165,000 were inappropriately recorded in the second quarter.
In addition, we understood that it was alleged that the former CEO had
inappropriately spent corporate funds.
The Company did not have financial resources to provide a sufficient internal
control structure to prevent or detect the above matters. As a result, a
material weakness in internal control existed within the Company.
Very truly yours.
/s/ KPMG LLP
