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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 15, 1997
(Date of report)
SPYGLASS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
0-26074 37-1258139
(Commission File Number) (IRS Employer Identification No.)
1240 E. Diehl Road
Naperville, IL 60563
(Address of principal executive offices)
630-505-1010
(Registrant's telephone number, including area code)
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Item 4. Change in Registrant's Certifying Accountant
A. Dismissal of Independent Accountant
1. The Registrant, Spyglass, Inc., has dismissed the firm of Price
Waterhouse LLP (Price Waterhouse) as its independent accountants,
effective July 9, 1997.
2. Price Waterhouse's report on the Registrant's financial statements for
each of the last two years did not contain an adverse opinion or a
disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope, or accounting principles.
3. The decision to dismiss Price Waterhouse was recommended by management
and the Registrant's Audit Committee and was approved by the Board of
Directors.
4. During the Registrant's two most recent fiscal years and the subsequent
interim period ended July 9, 1997, there were no disagreements with
Price Waterhouse on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resoled to the satisfaction of Price Waterhouse,
would have caused it to make a reference to the subject matter of the
disagreement(s) in connection with its report.
5. Price Waterhouse did not advise the Registrant during the Registrant's
two most recent fiscal years or during the interim period ended July 9,
1997:
(A) that the internal controls necessary for the Registrant to
develop reliable financial statements did not exist;
(B) that information had come to its attention that had led it to
no longer be able to rely on management's representations, or that
had made it unwilling to be associated with the financial statements
prepared by management;
(C) of the need to expand significantly the scope of its audit,
or that information had come to its attention during the two most
recent fiscal years or any subsequent interim period that if further
investigated might (i) materially have impacted the fairness or
reliability of either: a previously issued audit report or the
underlying financial statements, or the financial statements issued
or to be issued covering the fiscal period(s) subsequent to the date
of the most recent financial statements covered by an audit report
or (ii) have caused it to be unwilling to rely on management's
representations or be associated with the Registrant's financial
statements; or
(D) that information had come to its attention that it had
concluded materially impacts the fairness or reliability of either:
(i) a previously issued audit report or the underlying financial
statements, or (ii) the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the most
recent financial statements covered by an audit report.
B. Engagement of New Independent Accountant
1. The Registrant has engaged Ernst & Young LLP independent accountant, as
the principal accountant to audit the consolidated financial statements of
the Registrant, effective July 9, 1997.
2. During the two most recent fiscal years or during the interim period
prior to engaging Ernst & Young LLP, neither the Registrant nor anyone on
its behalf consulted Ernst & Young LLP regarding either: (a) 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
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neither a written report was provided to the Registrant or oral advice
was provided that Ernst & Young LLP concluded was an important factor
considered by the Registrant in reaching a decision as to the accounting,
auditing or financial reporting issue; or (b) any matter that was the
subject of either a disagreement or an event described in section A above.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements - none.
(b) Pro Forma Financial Information - none
(c) Exhibits
(1) Letter from Price Waterhouse LLP pursuant to Item 304(a)(3)
or Regulation S-K.
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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 thereunto duly authorized.
Spyglass, Inc.
July 19, 1997 By: /s/ Gary L. Vilchick
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Gary L. Vilchick
Executive Vice President,
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Description Page
16 Letter from Price Waterhouse LLP
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Exhibit 16
July 19, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Spyglass, Inc.
We have read Item 4 of Spyglass, Inc.'s Form 8-K/A dated July 15, 1997 and are
in agreement with the statements contained in section A therein.
Very truly yours,
/s/ Price Waterhouse LLP
Price Waterhouse, LLP
