<PAGE>
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): Sep. 14, 1999 (Sep. 13, 1999)
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)
1735 Market Street, Mellon Bank Center, Suite 1300
Philadelphia, Pennsylvania 19125
--------------------------------------------------------
(Address of principal executive offices) (Zip Code)
215-979-3600
------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
(a) (2) Registrant engaged Cogen Sklar LLP ("Cogen Sklar") as its new
independent accountants on September 13, 1999. It is anticipated that
another independent accounting firm based in the United Kingdom will be
engaged to assist Cogen Sklar in the audit of Registrant's United
Kingdom subsidiaries.
(i) Cogen Sklar had previously been Registrant's independent
accountants for fiscal years ended in 1992 through 1998. As
such, Registrant has within the last two years consulted Cogen
Sklar regarding the application of accounting principles to
transactions included in Registrant's audited financial statements
for years ended prior to 1999 and the type of audit opinion to be
rendered on Registrant's audited financial statements for fiscal
years ended prior to 1999.
For the year ended June 30, 1999, Registrant has not consulted
with Cogen Sklar regarding the application of accounting
principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on Registrant's
June 30, 1999 financial statements, and neither written nor oral
advice was provided that was an important factor considered by the
Registrant in reaching a decision as to any accounting, auditing
or financial reporting issue.
(ii) (a) In a Form 8-K filed on September 13, 1999, Registrant
disclosed that its previous accountants,
PricewaterhouseCoopers LLP ("PwC") had resigned because, in
its opinion, internal controls necessary to develop reliable
financial statements for the year ended June 30, 1999 for
Registrant's recently acquired United Kingdom subsidiaries are
not adequate at this time.
(b) Registrant has advised Cogen Sklar of the internal control
issues cited by PwC. Cogen Sklar has provided Registrant with
no oral or written comments regarding such issues.
(c) Not applicable.
(d) Registrant requested Cogen Sklar to review the disclosures
made in this Form 8-K and provide it with a letter addressed
to the SEC containing any new information, clarification of
Registrant's expression of its views, or the respects in which
it does not agree with the statements made in this Form 8-K.
Cogen Sklar has advised Registrant that it will have no such
comments to provide and therefore does not plan to provide
such a letter.
2
<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)
September 14, 1998
By: s/James M. Boyd, Jr.
--------------------
James M. Boyd, Jr.
Vice President of Finance
and Chief Accounting
Officer