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CONFORMED COPY
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UNITED STATES
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): JULY 10, 1996
NETWORK IMAGING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-22970 54-1590649
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification
Number)
500 HUNTMAR PARK DRIVE, HERNDON, VIRGINIA 20170
(Address of principal executive offices) (Zip code)
(703) 478-2260
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On July 10, 1996, Network Imaging Corporation (the "Company")
dismissed Price Waterhouse LLP as its independent
accountants.
(ii) The reports of Price Waterhouse LLP on financial statements
for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principle.
(iii) In connection with its audits for the two most recent fiscal
years and through July 10, 1996, there have been no
disagreements with Price Waterhouse LLP 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 Price
Waterhouse LLP would have caused them to make reference
thereto in their report on the financial statements for such
years.
(iv) During the two most recent fiscal years and through July 10,
1996, Price Waterhouse LLP communicated certain internal
control matters to the Company which meet the definition of
reportable events (as defined in Regulation S-K Item
304(a)(1)(iv)). For the fiscal year ended December 31, 1994,
such reportable events involved recommendations that the
Company should ensure compliance with its revenue recognition
policies and should further ensure that significant and/or
unusual accounting and reporting issues are addressed and
documented on a timely basis.
(v) The Registrant has requested that Price Waterhouse LLP
furnish it with a letter addressed to the SEC stating whether
or not it agrees with the above statements. A copy of such
letter, dated July 16, 1996, is filed as Exhibit 16.2 to this
Form 8-K.
(b) New independent accountants
(i) The Registrant engaged Ernst & Young LLP as its new
independent accountants as of July 10, 1996.
(ii) The Registrant's Audit Committee has not approved the
decision to change independent accountants; however, senior
management has authorized the action and such action is
expected to be ratified, confirmed and approved by the Audit
Committee at its next meeting on August 1, 1996.
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ITEM 7. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
16.2 Letter from Price Waterhouse
LLP to the Securities and
Exchange Commission
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Network
Imaging Corporation has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
NETWORK IMAGING CORPORATION
Date: July 16, 1996 By: /s/ Jorge R. Forgues
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Jorge R. Forgues
Vice President of Finance and Administration,
Chief Financial Officer and Treasurer
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July 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Network Imaging Corporation
Ladies and Gentlemen:
We have read Item 4 of Network Imaging Corporation's Form 8-K dated July 10,
1996 and are in agreement with the statements contained in paragraph 4(a)
therein.
Yours very truly,
Price Waterhouse LLP
