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 13, 1998
Data Systems Network Corporation
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of incorporation)
1-13424 38-2649874
(Commission File Number) (IRS Employer Identification No.)
34705 West Twelve Mile Road, Suite 300, Farmington Hills, Michigan 48331
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 489-8700
Not Applicable
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 13, 1998, KPMG Peat Marwick LLP ("KPMG") informed the Board
of Directors of Data Systems Network Corporation (the "Registrant") that it
has resigned as the Registrant's independent auditors. The Registrant is
currently in the process of selecting independent accountants for its fiscal
year ending December 31, 1997. The Registrant has placed no limitations on
KPMG responding fully to inquiries of the successor accountant.
The reports of KPMG on the Registrant's financial statements for
each of the past two fiscal years have been withdrawn as of February 24,
1998. Prior to such withdrawal, such reports contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
In connection with its audits for the two most recent fiscal years
and through March 13, 1998, (i) there were no disagreements between the
Registrant and KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of KPMG would have caused
them to make reference thereto in their report on the financial statements
for such fiscal years and (ii) there were no reportable events as defined in
Regulation S-K Item 304(a)(1)(v), except as follows:
- As announced on February 24, 1998, the Registrant and KPMG
became aware of certain accounting irregularities which may
have affected previously issued financial statements.
Contemporaneously, KPMG advised the Registrant that its
auditor's report on the Registrant's consolidated financial
statements as of December 31, 1996 and 1995 and for each of
the years in the two-year period ended December 31, 1996
should no longer be relied upon. A special committee of
the outside members of the Registrant's Board of
Directors was established to investigate the matter.
In KPMG's March 13, 1998 letter of resignation, it
advised the Board of Directors of the Registrant that
it has concluded that it can no longer rely on
management's representations, and that it is unwilling
to be associated with the financial statements prepared
by management.
- KPMG previously communicated to the Registrant two items
which it considered to be material weaknesses in internal
control relating to the Registrant's new accounting system
and the timeliness, accuracy and availability of
reconciliations, schedules and other supporting
documentation. These items were subsequently discussed
with the Audit Committee of the Board of Directors.
The Registrant has provided KPMG with a copy of the above
disclosures which the Registrant is making in response to Item 304(a) of
Regulation S-K and has requested that KPMG furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not
it agrees with such disclosures. A copy of such letter dated March 19,
1998, is filed as Exhibit 16 to this Form 8-K.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 16 Letter from KPMG Peat Marwick LLP, dated March 19, 1998
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.
March 19, 1998 DATA SYSTEMS NETWORK CORPORATION
/s/ Michael W. Grieves
--------------------------------
By: Michael W. Grieves
Exhibit 16
Securities and Exchange Commission
Washington, D.C. 20549
March 19, 1998
Ladies and Gentlemen:
We were previously principal accountants for Data Systems Network
Corporation ("Company") and, in a letter to the Company dated February 24,
1998, we advised the Company that our March 4, 1997 auditors' report on the
Company's consolidated financial statements as of December 31, 1996 and 1995
and for each of the years in the two-year period ended December 31, 1996
should no longer be relied upon. On March 13, 1998, we resigned as
principal accountants for the Company. We have read Data Systems Network
Corporation's statements included under Item 4 of its Form 8-K dated March
19, 1998, and we agree with such statements.
Very truly yours,
/s/ KPMG Peat Marwick LLP
