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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: JULY 9, 1998
HYBRID NETWORKS, INC.
(Exact name of registrant as specified in this charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-23289 77-02520931
(Commission File Number) (I.R.S. Employer Identification Number)
6409 GUADALUPE MINES ROAD, SAN JOSE, CA 95120
(Address of principal executive offices) (Zip Code)
(408) 323-6250
(Registrant's Telephone Number, Including Area Code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On July 9, 1998, PricewaterhouseCoopers LLP ("PwC") resigned
as the independent auditors of Hybrid Networks, Inc. (the "Company"). PwC
stated to the Company that it was not specifying a reason for its
resignation. In connection with its resignation, PwC informed the Company,
for the first time, that PwC is now of the view that the 1997 financial
statements of the Company referred to below, which PwC had audited and
reported upon, needed to be restated. PwC indicated the restatement would
relate to revenue recognition but did not identify the items or quantify the
amounts involved. PwC further informed the Company that PwC believed it was
not in the best interests of PwC or the Company for PwC to continue to act as
the Company's independent auditors and that PwC would not address any
restatement of the Company's financial statements.
As previously reported by the Company, on June 17, 1998 PwC
notified the Company that PwC had concluded that its reports with respect to
the financial statements of the Company as of December 31, 1997 and for the
year then ended and as of September 30, 1997 and for the nine months then
ended should no longer be relied upon (the "Withdrawn Reports") and that its
consent included in the registration statement on Form S-4 filed by the
Company on May 7, 1998 should be withdrawn. In May 1998, PwC had initiated a
review of certain transactions included in these financial statements, and
PwC advised the Company that its June 17 notice indicating that the Withdrawn
Reports should no longer be relied upon was made pending completion of that
review and should not be interpreted as a reflection as to what the results
of the review might be. PwC has acknowledged that the Company has cooperated
fully with PwC in connection with its review. Except as indicated above, the
Company has not been informed as to the results of PwC's review.
None of the Withdrawn Reports or PwC's report on the financial
statements of the Company as of December 31, 1996 and for the year then ended
contained an adverse opinion or a disclaimer of opinion or was qualified or
modified as to uncertainty, audit scope or accounting principles.
There were no disagreements between PwC and the Company on any
matter of the Company's accounting principles or practices, financial
statement disclosure or auditing scope or procedure during the two most
recent fiscal years and through July 9, 1998.
The Company will retain another accounting firm as soon as
possible to re-audit its 1997 financial statements.
ITEM 7. EXHIBITS
16.1 Letter from PricewaterhouseCoopers LLP.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: July 15, 1998 Hybrid Networks, Inc.
By: /s/ Carl S. Ledbetter
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Carl S. Ledbetter
Chairman, President and
Chief Executive Officer
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EXHIBIT 16.1
[PRICEWATERHOUSECOOPERS LLP LETTERHEAD]
July 15, 1998
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Hybrid Networks, Inc. (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 for the month of July
1998. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
PricewaterhouseCoopers LLP
Attachment
