SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): SEPTEMBER 8, 2000
TALK.COM INC.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 000-26728 23-2827736
< (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S.Employer Identification No.)
</TABLE>
TALK.COM INC.
12020 SUNRISE VALLEY DRIVE
RESTON, VIRGINIA 20191
(Address of Principal Executive Offices, Including Zip Code)
(703) 391-7500
(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) Previous Independent Accountants
(i) On September 8, 2000, Talk.com Inc. (the "Company") released the
firm of BDO Seidman, LLP, as the independent public accountants of the Company.
(ii) The decision to change accountants was approved by the Audit
Committee of the Company's Board of Directors and by the whole Board of
Directors of the Company.
(iii) The reports of BDO Seidman, LLP on the financial statements of
the Company for each of the past two fiscal years, ended December 31, 1998 and
1999, contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
(iv) In connection with the audits of the Company's financial
statements for the Company's two most recent fiscal years and through September
8, 2000, the Company has had no disagreements with BDO Seidman, LLP on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope and procedures, which disagreements, if not resolved to the
satisfaction of BDO Seidman, LLP, would have caused BDO Seidman, LLP to make
reference to the subject matter of the disagreement in their report on the
Company's financial statements for such years.
(v) During the Company's two most recent fiscal years and through
September 8, 2000, there were no "reportable events" to describe as specified in
Item 304(a)(1)(v) of Regulation S-K.
(vi) The Company has requested that BDO Seidman, LLP furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made above. A copy of the letter from BDO Seidman,
LLP, dated September 8, 2000, is filed as Exhibit 16.1 to this Current Report on
Form 8-K.
(b) Engagement of New Independent Accountants
(i) Effective as of September 8, 2000, the Company engaged
PricewaterhouseCoopers LLP as its independent public accountants for the fiscal
year ending December 31, 2000, to audit the Company's financial statements.
(ii) During the Company's two most recent fiscal years and the
subsequent interim period preceding the engagement of PricewaterhouseCoopers
LLP, neither the Company nor anyone on behalf of the Company consulted with
PricewaterhouseCoopers LLP on any matter regarding: (a) 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 Company's
financial statements, and neither was a written report provided to the Company
nor was oral advice provided that
<PAGE>
PricewaterhouseCoopers LLP concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial
reporting issue, or (b) the subject of either a disagreement as defined in Item
304(a)(1)(iv) of Regulation S-K or a "reportable event" as specified in Item
304(a)(1)(v) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) The following information is filed as an exhibit to the Current
Report on Form 8-K:
Exhibit No. Description
----------- -----------
16.1 Letter of BDO Seidman, LLP dated September 8, 2000, to the
Securities and Exchange Commission
<PAGE>
SIGNATURES
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.
TALK.COM INC.
Date: September 13, 2000 By: /s/ Aloysius T. Lawn, IV
------------------------
Name: Aloysius T. Lawn, IV
Title: Executive Vice President -
General Counsel and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
16.1 Letter of BDO Seidman, LLP dated September 8, 2000, to the
Securities and Exchange Commission
