EUPHONIX INC \CA\
8-K, 1999-11-19
HOUSEHOLD AUDIO & VIDEO EQUIPMENT
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                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                  ------------

                                    FORM 8-K



      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


      Date of Report (date of earliest event reported):  November 19, 1999



                                   ------------


                                   EUPHONIX, INC.
               (Exact name of registrant as specified in its charter)


                          Commission File Number 0-26516


          California                                     77-0189481
(State or other jurisdiction of            (I.R.S. Employers Identification No.)
  incorporation or organization)


       220 Portage Avenue                                    94306-2242
       Palo Alto, California                                 (Zip Code)
       (Address of principal executive offices)



                                  (650) 855-0400
               (Registrants telephone number, including area code)
















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Item 4 . . . Changes in Registrants Certifying Accountant

          (a)   Previous independent accountants

          (i)   On  November  15,  1999  the  Company  dismissed  Ernst & Young
                LLP as its independent  accountants
          (ii)  The reports of Ernst & Young LLP on the financial statements of
                the Company for each of the past two fiscal years contained no
                adverse opinion or disclaimer of opinion and were not qualified
                or modified as to uncertainty, audit scope or accounting prin-
                ciple.
          (iii) The decision to change independent  accountants was approved by
                the Companys Audit Committee and the Board of Directors.
          (iv)  During the Companys two most recent fiscal years and through the
                date of this Report, the  Company  has no  disagreements  with
                Ernst & Young  LLP on any  matter  of accounting principles or
                practices,  financial statement disclosure, or auditing scope or
                procedures, which disagreements if not resolved to the satisfac-
                tion of Ernst & Young LLP would have caused it to make reference
                thereto in its report on the financial statements,of the Company
                for such years.
          (v)   During the Companys two most recent fiscal years and through the
                date of this report, the Company has had no reportable events
                (as defined in Item 304(a)(1)(v) of the Regulation  S-K).
          (vi)  The Company has requested that Ernst & Young LLP furnish it with
                a letter addressed to the Commission  stating  whether or not it
                agrees with the above statements. A copy of such letter, will be
                filed by amendment to this Form 8-K.

(b) New independent accountants

          (i)   The  Company  engaged  PricewaterhouseCoopers  LLP as its  new
                independent accountants as of November 15, 1999. During the two
                most recent fiscal years and through  the  date of this  Report,
                the  Company  has  not consulted with PricewaterhouseCoopers LLP
                regarding (1) 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 Companys
                financial statements, and  either a written report was  provided
                to the Company or oral advice was provided that Pricewaterhouse-
                Coopers  LLP  concluded  was an important factor considered by
                the Company in reaching a decision as to the accounting,auditing
                or financial reporting issue; or (2) any matter that was either
                the subject of disagreement,  as that term is defined in Item
                304(a)(1)(iv) of Regulation S-K and the related  instruction of
                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.


Item 7.  Financial Statements and Exhibits

         Exhibit 16:  letter from Ernst & Young LLP to the Securities and
                      Exchange Commission.

                      To be filed by Amendment to this Form 8-K.

















<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.

                                 EUPHONIX, INC.

Date:  November 19, 1999         By:  /s/ Barry Margerum
                                 Barry Margerum
                                 Chief Executive Officer, President and Director
































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