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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 20, 2000
THE IXATA GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-83526 95-4453386
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
8080 Dagget Street, Suite 220, San Diego, California 92111
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(Address of principal executive offices) (Zip Code)
619-677-5580
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(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
PREVIOUS INDEPENDENT ACCOUNTANTS.
On March 20, 2000, The IXATA Group, Inc. (the "Company") and Conte Co., C.P.A.,
Inc. ("Conte Co.") of Cleveland, Ohio mutually agreed that Conte Co. would no
longer serve as the Company's independent accountant.
In 1999 the Company discontinued its prepaid cellular business and acquired
IXATA, Inc. IXATA is principally engaged in providing global Internet based
business-to-business e-commerce services for the corporate travel and
hospitality market and is headquartered in San Diego, California. Following the
acquisition, the Board of Directors of the Company concluded that it would be
more efficient to retain Nation Smith Hermes Diamond, APC ("Nation Smith"),
IXATA's independent accountant, as the Company's independent accountant. Because
of Nation Smith's familiarity with IXATA and proximity to San Diego, the Board
decided to retain Nation Smith as the Company's independent accountant.
The reports of Conte Co. on the Company's financial statements for the years
ended December 31, 1998 and 1997 each were modified to reflect the
uncertainty of the Company's ability to continue as a going concern, which
management believes was appropriate. Otherwise, the reports did not contain
any adverse opinion or disclaimer of opinion and were not qualified or
modified as to audit scope or accounting principles. During the Company's two
most recent fiscal years and through March 20, 2000, there have been no
disagreements with Conte Co. on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure,
that, if not resolved to the satisfaction of Conte Co., would have caused
Conte Co. to make reference to the disagreement in its audit report. During
the two most recent fiscal years and through March 20, 2000, Conte Co. has
not advised the Company of the existence of any reportable event listed in
Regulation S-B Item 304(a)(1)(iv).
The Company has requested that Conte Co. furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not Conte Co.
agrees with the statements contained in this current report, as required by
Regulation S-B Item 304. A copy of Conte Co.'s letter to the SEC is attached.
NEW INDEPENDENT ACCOUNTANTS.
The Company engaged Nation Smith as its new independent accountant effective
March 20, 2000. During the two most recent fiscal years and through March 20,
2000, the Company has not consulted with Nation Smith on items that were or
should have been subject to Statement of Auditing Standard No. 50 or that
concerned the subject matter of a disagreement or reportable event with the
former accountants as described in Regulation S-B Item 304(a)(2).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBITS
16.1 Letter dated April 20, 2000 from Conte Co., C.P.A., Inc., the Company's
former accountant, to the Securities and Exchange Commission.
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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 hereunto duly authorized.
THE IXATA GROUP, INC.
Dated: April 21, 2000 /s/ Andrew H. Kent
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By Andrew H. Kent, Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
16.1 Letter dated April 20, 2000 from Conte Co., C.P.A., Inc.,
the Company's former accountant, to the Securities and
Exchange Commission.
</TABLE>
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CONTE CO., C.P.A., INC.
April 20, 2000
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The IXATA Group, Inc. (the "Company")
Dear Sir/Madam:
We have read the disclosure under "Previous Independent Accountants" included
in the Company's Current Report on Form 8-K/A dated March 20, 2000 as filed
with the Securities and Exchange Commission and are in agreement with the
statements contained in the report. In addition, during the Company's two
most recent fiscal years and through March 20, 2000, we have not been aware
of the existence of any reportable event listed in Regulation S-B Item
304(a)(1)(iv), and we have had no communications with the Company relating to
the existence of such a reportable event.
Very truly yours,
Conte Co., C.P.A., Inc.
/s/ Conte Co., C.P.A., Inc.
cc: Andrew H. Kent
Chief Financial Officer
The IXATA Group, Inc.
