SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
May 14, 1999
THE NETPLEX GROUP, INC.
(Exact name of registrant as specified in its charter)
New York 001-11784 11-2824578
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1800 Robert Fulton Drive, Suite 250, Reston, Virginia 29191-9992
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (703) 716-4777
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On May 14, 1999, The Netplex Group, Inc. (the "Company") was informed by
KPMG LLP, McLean, VA ("KPMG"), that the client-auditor relationship between the
Company and KPMG had ceased. Although the Board of Directors and the Audit
Committee did not recommend KPMG for election by the stockholders as the
Company's certifying accountants in its definitive proxy materials filed with
the Securities and Exchange Commission on May 12, 1999, the Company has taken no
action to dismiss KPMG as the Company's certifying accountants. The definitive
proxy materials provide as follows:
The Company's Audit Committee and the Board of Directors have determined
that sound business practices require the Company to consider periodically
whether the Company can reduce its overall accounting costs, while
maintaining or enhancing the efficiency and effectiveness of the audit
process, by seeking competitive proposals on its accounting work. After
reviewing any proposals received, including a proposal from KPMG, the Audit
Committee will make a recommendation to the Board of Directors, on the
appointment of independent public accountants for the year ending December
31, 1999.
Accordingly, the Company has determined that KPMG has resigned as the Company's
principal accountants to audit the Company's financial statements.
KPMG's audit reports on the Company's financial statements for each of the
Company's fiscal years ended December 31, 1998 and 1997 did not contain an
adverse opinion or a disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope or accounting principles.
In connection with the audits of the Company's consolidated financial
statements for each of the two fiscal years ended December 31, 1998 and 1997,
and in the interim period subsequent to December 31, 1998, preceding the date of
KPMG's resignation, there were no "reportable events," as that term is defined
in the instructions to Form 8-K and the regulations applicable to this Item 4 of
Form 8-K.
In connection with the audits of the Company's consolidated financial
statements for each of the two fiscal years ended December 31, 1998 and 1997,
and in the interim period subsequent to December 31, 1998, preceding the date of
KPMG's resignation, there were no "disagreements," as that term is defined in
the instructions to Form 8-K and the regulations applicable to Item 4 of Form
8-K, with KPMG on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which "disagreement", if not
resolved to the satisfaction of KPMG would have caused KPMG to make reference to
the matter in their report.
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(b) The Company is engaged in the process of selecting another firm to act as
the Company's independent accountants. The Company will authorize KPMG to
respond fully to the inquiries of the Company's successor independent accounting
firm.
The Registrant has requested KPMG to furnish it a letter addressed to the
Commission stating whether it agrees with the statements set forth above in this
Item 4.
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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 thereunto duly authorized.
May 20, 1999
THE NETPLEX GROUP, INC.
By: /s/ GENE ZAINO
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Gene Zaino
Chairman, President and C.E.O.
