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UNITED STATES
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) November 17, 1999
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CENTERSPAN COMMUNICATIONS CORPORATION
Oregon 0-25520 93-1040330
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
7175 N.W. Evergreen Parkway, #400 97124
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(Address of principal executive offices) (Zip Code)
(503) 615-3200
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
This Report consists of four (4) sequentially numbered pages.
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Page 1 of 4
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
PricewaterhouseCoopers LLP ("PWC") was the Company's independent auditors for
its fiscal year ended December 31, 1998. On November 17, 1999, with the
approval of the Audit Committee of the Board of Directors, the Company
dismissed PWC as its independent auditors. PWC's reports on the Company's
financial statements for the last two fiscal years did not contain an adverse
opinion or a disclaimer of opinion and the reports were not qualified or
modified as to uncertainty, audit scope or accounting principles. During the
Company's last two fiscal years and during the current year through November
17, 1999, there have not been any disagreements with PWC 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 PWC, would have caused it to make a reference to the subject
matter of the disagreement in connection with its reports.
The Company has requested that PWC furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it concurs with the
above statements. A copy of such letter, dated November 17, 1999, indicating
PWC's concurrence with these statements, is filed as Exhibit 16 to this Form
8-K.
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Page 2 of 4
(b) New Independent Accountants
(i) The Company engaged KPMG LLP ("KPMG") as its new independent
accountants as of November 17, 1999. During the two most recent fiscal
years and through the date hereof, the Company has not consulted with
KPMG on items which: (1) were or should have been subject to SAS 50;
or (2) concerned the subject matter of a disagreement or reportable
event with the former auditor (as described in Regulation S-B Item 304
(a)(2)).
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits
16. Letter from PriceWaterhouseCoopers LLP re change in certifying
accountant.
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SIGNATURE
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.
Dated: November 17, 1999
CENTERSPAN COMMUNICATIONS CORPORATION
By MARK CONAN
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Mark Conan
Vice President of Finance,
Administration, and CFO
(Principal Financial and Accounting
Officer)
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EXHIBIT 16
November 17, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by CenterSpan Communications Corporation
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 dated November 17, 1999.
We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/PRICEWATERHOUSECOOPERS LLP
