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U.S. 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 JANUARY 7, 2000
(Date of earliest event reported)
SOFTLOCK.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
33-37751-D 84-1130229
(Commission File Number) (IRS Employer Identification No.)
5 CLOCK TOWER PLACE, SUITE 440, MAYNARD, MA 01754
(Address principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (978) 461-5940
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Comiskey & Company, P.C. ("Comiskey") were previously the principal
accountants to audit the financial statements of Softlock.com, Inc. (the
"Registrant"). On January 7, 2000, that firm's appointment as principal
independent auditors was terminated and the firm of Deloitte & Touche LLP was
engaged as principal independent auditors. The decision to change auditors was
recommended by the Audit Committee of the Registrant's Board of Directors and
approved by the Board.
In connection with the audits of the Registrant's two fiscal years
ended December 31, 1998, and with respect to the subsequent period through the
date of termination, there were no disagreements with Comiskey on any matter of
accounting principles or practices, financial statements disclosure, or auditing
scope or procedures, which disagreements, if not resolved to their satisfaction,
would have caused them to make reference in connection with their opinion to the
subject matter of the disagreement.
Comiskey's reports on the consolidated financial statements of the
Registrant as of and for the two fiscal year periods ended December 31, 1998 did
not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
The Registrant delivered a copy of this Report on Form 8-K to Comiskey
on January 10, 2000 and requested Comiskey to furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not it agrees with
the statements made by the Registrant in response to this Item 4 and, if not,
stating the respects in which it does not agree. A copy of the response letter
of Comiskey is attached hereto.
The Company engaged Deloitte & Touche LLP as its new independent
accountants. During the two most recent fiscal years and through January 7,
2000, the Company has not consulted with Deloitte & Touche LLP concerning the
Company's financial statements, including the application of accounting
principles to a specified transaction (proposed or completed) or the type of
audit opinion that might be rendered on the Company's financial statements or
any matter that was either the subject of a "disagreement" or "reportable event"
(as such terms are defined in Item 304 of Regulation S-K) with the previous
independent accountants.
During the Company's two most recent fiscal years, and during the
subsequent interim period, no "reportable events" (as described in Item 304
(a)(1)(v) of Regulation S-K) have occurred.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) The followings Exhibits are filed with this Current Report on Form
8-K.
EXHIBIT NO. DESCRIPTION
16 Letter Regarding Change in Certifying Accountants
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 hereunder duly authorized.
SOFTLOCK.COM, INC.
(Registrant)
Date: January 14, 2000 By: /s/ Keith Loris
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President and Chief Executive Officer
(Principal Executive Officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
16 Letter Regarding Change in Certifying Accountants
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Exhibit 16
January 10, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8K dated January 7, 2000 of SoftLock.com, Inc. and
are in agreement with the statements contained therein.
Very truly yours,
/s/ Comiskey & Company
PROFESSIONAL CORPORATION
