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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
Date of Report (Date of earliest event reported): January 8, 2001
NETWORK COMPUTING DEVICES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-20124 77-0177255
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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350 North Bernardo Avenue
Mountain View, California 94043
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (650) 694-0650
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous Independent Accountants.
(i) On January 8, 2001, we dismissed KPMG LLP as our independent
accountants.
(ii) The report of KPMG LLP on our consolidated financial
statements for the year ended December 31, 1999 contained
the following statement: "The Company has suffered
recurring losses from operations and has a net capital
deficiency 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
financial statements do not include any adjustments that
might result from the outcome of this uncertainty." Except
for the foregoing, the reports of KPMG LLP on our financial
statements for each of the past two fiscal years contained
no adverse opinions or disclaimers of opinion, and were not
qualified or modified as to uncertainty, audit scope, or
accounting principles.
(iii) The decision to change accountants was approved by our Board
of Directors.
(iv) In connection with the audits of the two fiscal years ended
December 31, 1999 and during the subsequent period from
January 1, 2000 through January 8, 2001, we had no
disagreements with KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not
resolved to their satisfaction, would have caused them to
make reference to the subject matter of the disagreement(s)
in connection with their opinion.
(v) During the two most recent fiscal years and through January 8,
2001, there occurred no reportable events (as such term is
defined in Item 304(a)(1)(v) of Regulation S-K).
KPMG has furnished us with a letter addressed to the Commission. A
copy of that letter is attached as Exhibit 16.1 to this Report.
(b) New Independent Accountants.
We engaged BDO Seidman, LLP as our new independent accountants as of
January 8, 2001. We have not consulted with BDO Seidman prior to its
engagement regarding the application of accounting principles to a
specified transaction, either completed or proposed, the type of audit
opinion that might be rendered on our financial statements or any
matter that was either the subject of a disagreement or a reportable
event (as such terms are defined in Item 304(a)(1) of Regulation S-K).
ITEM 7. EXHIBITS
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Exhibit No. Description
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16.1 Letter regarding change in certifying accountants.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NETWORK COMPUTING DEVICES, INC.
Date: January 12, 2001 By: /s/ Rudolph G. Morin
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Rudolph G. Morin
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description
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16.1 Letter regarding change in certifying accountants.
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