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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) December 15, 1997
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NetVantage, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-25992 95-4324525
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(State or other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
201 Continental Blvd., Suite 201, El Segundo, CA 90245
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 726-4130
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN RESISTRANT'S CERTIFYING ACCOUNTANT
Effective December 15, 1997, the Registrant engaged KPMG Peat Marwick
LLP to examine the Registrant's financial statements at December 31, 1997 and
for the year then ended in place of Price Waterhouse LLP. This decision to
change accountants was recommended by the Registrant's Audit Committee and
approved by the Board of Directors.
During the two fiscal years ended December 31, 1996 and the subsequent
interim period through December 15, 1997, there were no disagreements with Price
Waterhouse LLP 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 Price Waterhouse LLP, would have caused it
to make reference to the subject matter of the disagreement in connection with
its reports. Furthermore, Price Waterhouse LLP's last two years reports did not
contain an adverse opinion or disclaimer of opinion nor were they qualified or
modified as to uncertainty, scope or accounting principles except that the Price
Waterhouse LLP opinion for the year ended December 31, 1995 contained a
modification as to uncertainty regarding the Company's ability to continue as a
going concern.
In addition, during the two fiscal years ended December 31, 1996 and
the subsequent interim period through December 15, 1997, Price Waterhouse LLP
never advised the Registrant of any reportable events as defined in paragraphs
(A) through (D) of Regulations S-K, Item 304(a)(1)(v). The Registrant engaged
KMPG Peat Marwick LLP as its new independent accountants as of December 15,
1997. During the two most recent fiscal years and through December 15, 1997,
the Registrant has not consulted with KPMG Peat Marwick LLP regarding (i)
either the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Registrant's financial statements, and either a written report
was provided to the Registrant or oral advice was provided that KPMG Peat
Marwick LLP concluded was an important factor considered by the Registrant in
reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a disagreement, as that term
is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions
to Item 304 of Regulation S-K, or a reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-K.
A copy of this Report on Form 8-K has been furnished to Price
Waterhouse LLP. The Registrant requested that Price Waterhouse LLP furnish the
Registrant with a letter addressed to the Securities and Exchange Commission
stating whether Price Waterhouse LLP agrees with the statements made by the
Registrant. This letter is attached as Exhibit 16.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(C)Exhibits:
Exhibit 16. Letter re: Change in Certifying Accountant.
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.
Date: December 15, 1997 By: /s/ STEPHEN R. RIZZONE
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Stephen R. Rizzone
President, Chief Executive Officer and
Chairman of the Board
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EXHIBIT 16
December 16, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
NetVantage, Inc.
We have read Item 4 of NetVantage, Inc.'s Form 8-K dated December 15, 1997 and
are in agreement with the statements contained in paragraph 4 therein with
regard to Price Waterhouse LLP.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
