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): March 30, 2000
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VTEL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-20008 74-2415696
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
108 Wild Basin Road, Austin, Texas 78746
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are(512) 437-2700
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(Not Applicable)
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
(a)(1)(i)On March 30, 2000, PricewaterhouseCoopers LLP resigned as auditors
of VTEL Corporation (the "Company") effective March 30, 2000.
(a)(1)(ii) PricewaterhouseCoopers LLP's reports on the Company's financial
statements for the past two years did not contain an adverse opinion or
disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles.
(a)(1)(ii) The Company is in the process of retaining a successor
accounting firm, but has not yet engaged any firm.
(a)(1)(iv) In connection with the audits of the Company's financial
statements for each of the two most recent fiscal years ended July 31, 1999 and
1998, respectively, and any subsequent interim periods through the date of the
resignation of PricewaterhouseCoopers LLP, there were no disagreements with
PricewaterhouseCoopers LLP on matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which if not
resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused
PricewaterhouseCoopers LLP to make reference to the subject matters in their
report, except as follows: PricewaterhouseCoopers LLP reported to the Company's
Audit Committee at the end of fiscal year 1999 that there were disagreements
related to: (1) previously recorded final acceptance revenues for certain
Chinese orders; and (2) depreciation methods. These disagreements were resolved
to the satisfaction of PricewaterhouseCoopers LLP prior to the issuance of their
report on the fiscal year ended July 31,1999. These matters resulted in
restatements previously disclosed in the Company's Annual Report on Form 10- K
for the year ended July 31, 1999 and in the Current Report on Form 8-K dated
September 28,1999. The Company has authorized PricewaterhouseCoopers LLP to
respond fully to the inquiries of any successor accountant concerning the
subject matter of the disagreements.
(a)(1)(v) In connection with the audits of the Company's financial
statements for each of the two most recent fiscal years ended July 31, 1999 and
1998, respectively, and any subsequent interim periods through the date of the
resignation of PricewaterhouseCoopers LLP, there were no "reportable events" as
that term is described in Item 304(a)(1)(v) of Regulation S-K, except that in
connection with the audit of the Company's financial statements for the year
ended July 31, 1999, PricewaterhouseCoopers LLP reported to the Audit Committee
certain matters involving internal control and its operation that they consider
to be material weaknesses under standards established by the American Institute
of Certified Public Accountants. The matters reported related to certain
monitoring controls surrounding the preparation and review of interim and
year-end financial reports. Subsequently, management has implemented personnel
and procedural changes to address the identified weaknesses.
(a)(3) The Company has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements made by the Company herein, and if
not, stating the respects in which it does
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not agree. A copy of PricewaterhouseCoopers LLP's letter to the Securities and
Exchange Commission is filed as Exhibit 16 hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16 Letter from independent certified public accountants pursuant to Item
4(a)(3).
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.
VTEL CORPORATION
(Registrant)
Date: April 6, 2000 By: /s/ Mark Lang
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Mark Lang, Chief Financial Officer
(Principal Financial and Accounting
Officer)
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EXHIBIT 16
March 30, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by VTEL Corporation (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report dated March 30, 2000. We agree with
the statements concerning our Firm in such Form 8-K, except as follows:
(a)(1)(v) We have no basis to comment as to whether management has implemented
personnel and procedural changes to address the identified material
weaknesses.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
