SOFTNET SYSTEMS INC
8-K, 1999-07-07
TELEPHONE INTERCONNECT SYSTEMS
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                                   UNITED STATES
                       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): June 29, 1999
                                                           -------------

                          Commission file number 1-5270


                              SOFTNET SYSTEMS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



               Delaware                                   11-1817252
- --------------------------------------------------------------------------------
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                   Identification Number)


                         650 Townsend Street, Suite 225
                         San Francisco, California 94103
                         -------------------------------
                    (Address of principal executive offices)


                                 (415) 365-2500
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)




                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>



Item 4.   Change in Registrant's Certifying Accountant
          --------------------------------------------

                  On June 29, 1999,  SoftNet  Systems,  Inc. (the  "Registrant")
dismissed  PricewaterhouseCoopers LLP ("PWC") as its independent accountants and
engaged KPMG LLP as its  independent  accountants,  effective  immediately.  The
decision to change  independent  accountants  was  approved by the  Registrant's
Board of Directors on June 10, 1999. In  connection  with its audits for the two
most  recent  fiscal  years  and  through  June 29,  1999,  there  have  been no
disagreements  with PWC 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 PWC,  would have caused
them to make  reference  to the  subject  matter of the  disagreements  in their
report on the financial statements for such years. PWC's report on the financial
statements for the past two years  contained no adverse opinion or disclaimer of
opinion and was not  qualified  or modified  as to  uncertainty,  audit scope or
accounting principles.

                  The Registrant has provided PWC with a copy of this disclosure
and has requested that PWC furnish it with a letter  addressed to the Securities
and Exchange  Commission ("SEC") stating whether or not it agrees with the above
statements.  A copy of such letter to the SEC,  dated July 6, 1999,  is filed as
Exhibit 16.1 to this Form 8-K.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits
          ------------------------------------------------------------------

                (c)     Exhibits.  The following documents are filed as exhibits
                                   to this report:

                        1.       Exhibit      16.1     -     Letter      from
                                 PricewaterhouseCoopers LLP to the Securities
                                 and Exchange  Commission  re:  change in the
                                 Registrant's   certifying  accountant  dated
                                 July 6, 1999.






<PAGE>



                  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.



                                      SoftNet Systems, Inc.
                                      ------------------------------------
                                               (Registrant)

Date:  July 7, 1999                   By:    /s/ Douglas S. Sinclair
                                          --------------------------------
                                               Douglas S. Sinclair
                                               Chief Financial Officer




<PAGE>


                              SoftNet Systems, Inc.
                                  Exhibit Index
                                   to Form 8-K


             Exhibit No.             Description
             -----------             -----------

                16.1                 Letter from PricewaterhouseCoopers LLP to
                                     the Securities  and  Exchange  Commission
                                     re: change in the Registrant's certifying
                                     accountant dated July 6, 1999.





                                                                    Exhibit 16.1
                                                                    ------------

(Letterhead of PricewaterhouseCoopers LLP)


July 6, 1999



The Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Commissioners:

We have read the statements made by SoftNet Systems, Inc. (copy attached), which
we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's  Form 8-K report dated June 29, 1999. We agree with the
statements concerning our Firm in such Form 8-K.

Very truly yours,



/s/ PricewaterhouseCoopers LLP



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