SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): January 13, 1999
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OPENROUTE NETWORKS, INC.
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 000-19175 04-2531856
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
NINE TECHNOLOGY DRIVE, WESTBOROUGH, MASSACHUSETTS 01581
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(Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code: (508) 898-2800
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Auditors:
(i) PricewaterhouseCoopers, LLP ("PWC") was replaced as the
independent auditors for the Registrant on January 13, 1999.
(ii) PWC's reports on the financial statements of the
Registrant for the two fiscal years ended December 31, 1997 contain no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) The Registrant's Board of Directors approved the change in
accountants.
(iv) For the two most recent fiscal years ended December 31, 1997
and through January 13, 1999, there has been no disagreement between the
Registrant and PWC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement would have caused them to make a reference to the subject matter
of the disagreement in connection with their reports.
(v) During the two most recent fiscal years ended December 31,
1997 and through January 13, 1999, the Registrant has not been advised of any
matters described in Regulation S-K, Item 304(a)(1)(v).
The Registrant has requested that PWC furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not PWC agrees
with the above statements. A copy of such letter will be filed as Exhibit (c)
to this Form 8-K, when received.
(b) New Independent Accountants:
(i) The Registrant engaged BDO Seidman, LLP ("BDO"), 40 Broad
Street, Suite 500, Boston, Massachusetts 02109-4307 as its new independent
accountants as of January 13, 1999. Prior to such date, the Registrant did
not consult with BDO regarding (i) the application of accounting principles,
(ii) the type of audit opinion that might be rendered by BDO, or (iii) any
other matter described in Item 304(a)(1)(v) of Regulation S-K.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Letter from PricewaterhouseCoopers, LLP to the Securities and Exchange
Commission.
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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 hereunto duly authorized.
OPENROUTE NETWORKS INC.
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(Registrant)
Date: January 13, 1999 /s/ Steven T. Shedd
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Steven T. Shedd
Vice President, Finance and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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16.0 Letter from PricewaterhouseCoopers, LLP to the
Securities and Exchange Commission
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[PRICEWATERHOUSECOOPERS LLP LETTERHEAD]
January 13, 1999
Mr. Steven T. Shedd
Chief Financial Officer
OpenRoute Networks, Inc.
Nine Technology Drive
Westborough, MA 01581
Dear Mr. Shedd:
This is to confirm that the client-auditor relationship between OpenRoute
Networks, Inc. (Commission File Number 0-19175) and PricewaterhouseCoopers LLP
has ceased.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
cc: Chief Accountant
SECPS Letter File, Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
