-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DX+mo47Toy5RaGjminlQnXGXtNDnE6t3ptiW5JAYKaa5XWaOeVd9WCQlDGLseFUV oAbPAcXo21bIdPyEeSmcCg== 0000939802-97-000049.txt : 19971110 0000939802-97-000049.hdr.sgml : 19971110 ACCESSION NUMBER: 0000939802-97-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971007 ITEM INFORMATION: FILED AS OF DATE: 19971107 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVTEL COMMUNICATIONS INC/UT CENTRAL INDEX KEY: 0001005974 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 870378021 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27580 FILM NUMBER: 97710718 BUSINESS ADDRESS: STREET 1: P O BOX 8446 CITY: GOLETA STATE: CA ZIP: 93118 BUSINESS PHONE: 8013221221 MAIL ADDRESS: STREET 1: 350 WEST 300 SOUTH CITY: SALT LAKE CITY STATE: UT ZIP: 84101 FORMER COMPANY: FORMER CONFORMED NAME: HI TIGER INTERNATIONAL INC DATE OF NAME CHANGE: 19960119 8-K 1 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) October 7, 1997 ----------------- AvTel Communications, Inc. -------------------------- (Exact name of registrant as specified in its charter) Commission File No. 0-27580 --------- Utah 87-0378021 - -------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 130 Cremona Drive, Santa Barbara, California 93117 - ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 805-685-0355 ------------ ============================================================== (Former Name or Former Address, if changed since last report) 1 INFORMATION TO BE INCLUDED IN THE REPORT ITEM 4. Changes in Registrant's Certifying Accountant. On October 23, 1996, the Registrant, which was then known as Hi, Tiger International, Inc. ("HITI"), acquired all of the capital stock of AvTel Holdings, Inc., a California corporation ("AHI"). The acquisition of AHI was effected pursuant to the merger of a wholly-owned subsidiary of the Registrant with and into AHI (the "AHI Merger"). For accounting purposes, the acquisition was treated as a reverse acquisition with AHI as the acquirer. The financial statements of the Registrant (meaning HITI) for the year ended September 30, 1996, were audited by Robison, Hill & Co. of Salt Lake City, Utah. At the time of the AHI Merger, AHI's financial statements for the period ended September 30, 1996 were unaudited. Subsequently, on October 7, 1997, the Registrant determined to retain MacFarlane, Faletti & Co. LLP to audit the financial statements of AHI at and for the period ending September 30, 1996. 1. Dismissal of Robison, Hill & Co. (i) On November 4, 1997, the Registrant formally dismissed the accounting firm of Robison, Hill & Co. as its independent accountant. (ii) Robison, Hill & Co.'s reports on the Registrant's financial statements for the past two years did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. (iii) The decision to dismiss Robison, Hill & Co. was approved by the Registrant's Board of Directors effective October 21, 1997. (iv) There were no disagreements with Robison, Hill & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the two most recent fiscal years, or the subsequent interim periods preceding the dismissal. No events of the kind set forth in Item 304(a)(l)(iv)(B) of Regulation S-B occurred during the two most recent fiscal years or any subsequent interim periods preceding the dismissal. 2. Engagement of MacFarlane, Faletti & Co. LLP. (i) On October 7, 1997, the Registrant notified the firm of MacFarlane, Faletti & Co. LLP of its desire to engage MacFarlane, Faletti & Co. LLP to audit the financial statements of AHI for the period ending September 30, 1996. MacFarlane, Faletti & Co. LLP submitted a letter of engagement to the Registrant, which was signed on behalf of the Registrant 2 on October 7, 1997. Management of AHI had consulted with MacFarlane, Faletti & Co. LLP in connection with the AHI Merger. In addition, the Registrant had engaged MacFarlane, Faletti & Co. LLP to audit certain financial statements of Silicon Beach Communications, Inc. and Westnet Communications, Inc. after the acquisitions of those entities by the Registrant in November, 1996 and February, 1997, respectively. MacFarlane, Faletti & Co. LLP also reviewed pro forma financial statements with respect to those transactions. MacFarlane, Faletti & Co. LLP did not provide written or oral advice that was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issues relating to these matters. Such decisions were made in consultation with Robison, Hill & Co. (ii) During the two most recent fiscal years and the subsequent interim periods preceding this engagement, the Registrant did not consult MacFarlane, Faletti & Co. LLP regarding the type of audit opinion that might be rendered on the Registrant's financial statements or any disagreement with, or reportable event relating to, Robison, Hill & Co. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. (16) Letter re Change in Certifying Accountant. A letter dated November 4, 1997, from Robison, Hill & Co. to the Commission, is attached as Exhibit 16. 3 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. AVTEL COMMUNICATIONS, INC. By: /s/ ANTHONY E. PAPA Date: November 4, 1997 ------------------------- --------------- Anthony E. Papa President and Chief Executive Officer 4 EXHIBIT 16 Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Gentlemen: We have read and agree with the comments in Item 4 of Form 8-K of AvTel Communications, Inc. dated November 4, 1997. \s\ Robison, Hill & Co. Certified Public Accountants Salt Lake City, Utah November 4, 1997 5 -----END PRIVACY-ENHANCED MESSAGE-----