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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 23, 1998
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PORTACOM WIRELESS, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-23228 33-0650673
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(State or Other Juris- (Commission File Number) (IRS Employer Identi-
diction of Incorporation) fication No.)
10061 Talbert Avenue, Suite 200, Fountain Valley, California 92708
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 714-593-3234
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N/A
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(Former name or former address, if changed since last report.)
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In order to correct certain statements made by the Company in Item 4
"Changes in Registrant's Certifying Accountant" and to file a letter from KPMG,
the Registrant's former independent accountants, to the United States Securities
and Exchange Commission, the Registrant is refiling its Form 8-K filed March
30, 1998 as follows:
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
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On March 23, 1998, PortaCom Wireless, Inc. (the "Company") filed a
voluntary petition for relief under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court, District of Delaware. The petition
requests that the existing directors and officers of the Company be left in
possession of the Company's assets and responsible for the business of the
Company.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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KPMG, the Company's former independent accountants, informed the Company
that they would be unable to perform the annual audit of the Company's financial
statements for the fiscal year ended December 31, 1997. In prior years, KPMG had
conducted its audit of the Company out of KPMG's Vancouver, British Columbia
office. In December 1996, the Company emigrated from Canada and became domiciled
in the State of Delaware. Accordingly, KPMG informed the Company that KPMG could
not conduct the audit from KPMG's Vancouver office. As a result, the Company
engaged a new firm of independent accountants. On February 4, 1998, the Company
engaged the accounting firm of Cogen Sklar LLP of Bala Cynwyd, Pennsylvania to
be the Company's independent accountants and to conduct the 1997 audit. Prior to
this retention of Cogen Sklar LLP by the Company, the Company did not consult
with Cogen Sklar LLP regarding any financial or accounting matters.
During the past two fiscal years and the period up to and including the
date of this report, there were no disagreements between the Company and KPMG on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. During the same period, there were
no "reportable events", as that term is defined in Item 304(a)(1)(v). KPMG's
reports on the Company's financial statements for the fiscal years ended
December 31, 1996 and December 31, 1995 do not contain adverse, qualified or
disclaiming opinions. However, the report for the fiscal year ended December 31,
1996 does contain the following statement:
In the United States, reporting standards for auditors require
the addition of an explanatory paragraph (following the
opinion paragraph) when the financial statements are affected
by conditions and events that cast substantial doubt on the
Company's ability to continue as a going concern, such as
those described in note 1 to the consolidated financial
statements. Our report to the shareholders dated January 15,
1997 is expressed in accordance with Canadian reporting
standards which do not permit a reference to such events and
conditions in the auditors' report when these are adequately
disclosed in the financial statements.
Note 1 to such financial statements contains the following statement:
At December 31, 1996, the Company had a working capital deficiency
of $685,858.
At the date of these consolidated financial statements, the
Company has not generated cash flow from recurring operating
activities and it is uncertain when it will commence to
generate such a cash flow. In addition, the Company's largest
recorded asset is restricted until January 1, 1999 (note
5(a)). Accordingly, there can be considered to be doubt as to
the nature and extent of the Company's future operations.
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ITEM 5. OTHER EVENTS.
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On March 13, 1998, the Company announced that it had executed an
agreement amending the Asset Purchase Agreement, dated November 25, 1997 (the
"Agreement") between the Company, as seller, and VDC Corporation, as buyer, to
extend the expiration date of the Agreement to April 30, 1998, or such later
date, not later than November 1, 1998, as VDC may determine. The Company also
announced the resignations of Chief Executive Officer and Director, Douglas C.
MacLellan, the resignations of Directors Stephen Leahy, Keith Hay, Howard
Frantom and Stephen Stephens, the election of Michael Richard as Director and
acting Chief Executive Officer, and the elections of Thomas Madden and Steven
Rosner as Directors.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits
16 Letter from KPMG to the United States Securities and Exchange
Commission regarding the change in the Company's certifying
accountant dated April 9, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to this report to be signed on its
behalf by the undersigned hereunto duly authorized.
PORTACOM WIRELESS, INC.
(Registrant)
Date: April 10, 1998 By: /s/ Michael Richard
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Name: Michael Richard
Title: Acting Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NO.
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16 Letter from KPMG to the United States Securities and Exchange
Commission regarding the change in the Company's certifying
accountant dated April 9, 1998.
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EXHIBIT 16
[LETTERHEAD OF KPMG]
KPMG BOX 10426 777 DUNSMUIR STREET TELEPHONE (604) 691-3000
CHARTERED ACCOUNTANTS VANCOUVER BC V7Y 1K3 CANADA TELEFAX (604) 691-3031
http://www.kpmg.ca
Securities and Exchange Commission
Washington DC 20549
USA
April 9, 1998
Ladies and Gentlemen
We were previously auditors of Portacom Wireless, Inc. and, under date of
January 15, 1997, we reported on the consolidated financial statements of
Portacom Wireless, Inc. and subsidiaries as of and for the periods ended
December 31, 1996 and 1995. On February 4, 1998, we resigned as auditors of
Portacom Wireless, Inc. We have read Portacom Wireless, Inc.'s statements
included under Item 4 of its amended Form 8-K dated April 9, 1998, and we agree
with such statements.
Yours very truly,
/s/ KPMG
Chartered Accountants
Vancouver, BC
Canada
