<PAGE>
U.S. 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): Dec. 22, 1998 (Dec. 18, 1998)
CLARITI TELECOMMUNICATIONS INTERNATIONAL LTD.
---------------------------------------------
Exact name of Registrant as specified in charter
Delaware 33-90344 23-2498715
-------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1341 North Delaware Avenue, Philadelphia, Pennsylvania 19125
---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
215-425-8682
------------
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report) Not applicable
--------------
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
(a) On December 18, 1998, Clariti, with the approval of its board of
directors, engaged the accounting firm of PricewaterhouseCoopers LLP as
independent accountants for Clariti for the year ending June 30, 1999.
The work of Cogen Sklar LLP was terminated coincident with the engagement
of PricewaterhouseCoopers LLP.
(b) During the two most recent fiscal periods and interim period subsequent to
June 30, 1998, there have been no disagreements with Cogen Sklar 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 Cogen Sklar LLP would have caused them to
make reference thereto in their report on the financial statements for
such periods, or any reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(c) Cogen Sklar LLP's report on the financial statements for the last two
years contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting
principles.
(d) Clariti has requested that Cogen Sklar LLP furnish it with a letter
addressed to the SEC stating whether it agrees with the above statements.
A copy of Cogen Sklar's letter to the SEC, dated December 22, 1998, is
filed as Exhibit 16 to this Form 8-K.
Item 7. Exhibits
16 Letter from Cogen Sklar LLP to the Securities and Exchange Commission
regarding being replaced as certifying accountants of Clariti
Telecommunications International, Ltd.
<PAGE>
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.
CLARITI TELECOMMUNICATIONS
INTERNATIONAL, LTD.
(Registrant)
December 22, 1998
By: s/James M. Boyd, Jr.
--------------------
James M. Boyd, Jr.
Vice President of Finance
and Chief Accounting
Officer
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We were previously the independent accountants for Clariti
Telecommunications International, Ltd. and on September 3, 1998, we reported on
the consolidated financial statements of Clariti Telecommunications
International, Ltd. and Subsidiaries ("Clariti") as of and for the eleven
months ended June 30, 1998 and as of and for the twelve months ended July 31,
1997. On December 18, 1998, we were replaced as the independent accountants of
Clariti. We have read Clariti's statements included under Item 4 of its Form
8-K dated December 22, 1998, and we agree with such statements.
s/Cogen Sklar LLP
-----------------
Cogen Sklar LLP
Bala Cynwyd, Pennsylvania
December 22, 1998
