-----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, TSVyMgVpMkLS/McYdKYkmDuGlm+3W3vO/tT3e6t4I8lRkge1LjzJR5DJTj7w3JqH AO3mCNSvJGsS5WG1FhtYmQ== 0001028361-02-000007.txt : 20020426 0001028361-02-000007.hdr.sgml : 20020426 ACCESSION NUMBER: 0001028361-02-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020422 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METAWAVE COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001028361 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 911673152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24673 FILM NUMBER: 02621738 BUSINESS ADDRESS: STREET 1: 10735 WILLOWS ROAD NE STREET 2: P O BOX 97069 CITY: REDMOND STATE: WA ZIP: 98073-9769 BUSINESS PHONE: 4257025648 MAIL ADDRESS: STREET 1: 10735 WILLOWS ROAD NE STREET 2: P O BOX 97069 CITY: REDMOND STATE: WA ZIP: 98073-9769 8-K 1 form8k.htm FORM 8-K Metawave Communications Corporation - Form 8-K
 

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): April 22, 2002

 
     
     

Metawave Communications Corporation
(Exact name of Registrant as specified in its charter)

     

Delaware
(State or other jurisdiction of
incorporation or organization)

0-24673
(Commission File Number)

91-1673152
(I.R.S. Employer
Identification No.)

     
 

10735 Willows Road NE, Redmond, WA 98052
(Address of principal executive offices)(Zip Code)

 
     
 

(425) 702-5600

(Registrant's telephone number, including area code)

 

 

 

Item 4.         

Changes in Registrant's Certifying Accountant.

 
 

(a)     On April 22, 2002, the Audit Committee of the Board of Directors of Metawave Communications Corporation (the "Company") and its independent accountant, Arthur Andersen LLP ("Andersen") mutually agreed that Andersen will not stand for re-election for the 2002 audit and quarterly reviews.

          The reports of Andersen on the Company's consolidated financial statements for the past two fiscal years did not contain an adverse opinion, disclaimer of opinion or scope limitation. The report of Andersen on the Company's 2001 consolidated financial statements included an "emphasis of a matter" paragraph related to uncertainties regarding asserted and potential unasserted claims that exist that raise substantial doubt about the Company's ability to continue as a going concern. The report of Andersen on the Company's 2001 and 2000 consolidated financial statements included a paragraph explaining that, effective January 1, 2000, the Company changed its accounting method for certain equipment revenue. During the Company's two most recent fiscal years, there were no disagreements with Andersen on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which if not resolved to t he satisfaction of Andersen would have caused Andersen to make reference to the matter in their report.

          In connection with their audit of the Company's financial statements as of and for the year ended December 31, 2001, Andersen advised the Company that it had identified certain deficiencies in the Company's internal control procedures that Andersen considered to be a "material weakness" under standards established by the American Institute of Certified Public Accountants. Andersen advised the Audit Committee in a letter dated April 12, 2002 that it identified certain deficiencies in the Company's accounting and financial reporting infrastructure that contributed to (i) the existence of unrecorded side agreements with respect to revenue recognized in Asia during 2001 related to SpotLight GSM customers in Asia and (ii) certain deficiencies in the Company's ability to track and manage inventory balances and record costs of inventories.

          These matters have been discussed by Andersen with the Audit Committee of the Board of Directors of the Company. The Company has authorized Andersen to respond fully to the inquiries of the Company's successor accountant concerning these matters.

          The Company believes the material weakness reported by Andersen no longer exists because of the restructuring of its Asian operations and certain operational reforms undertaken by the Company.

          There were no other reportable events (as defined in paragraph (A) through (D) of Regulation S-K Item 304(a)(1)(v)). The Company has requested that Andersen furnish it a letter addressed to the Commission stating whether it agrees with the above statements. A copy of that letter, dated April 26, 2002, is filed as Exhibit 16.1 to this Form 8-K.

     

Item 7.        

Financial Statements and Exhibits

 
 

(c)

Exhibits.

   

16.1

Letter of Arthur Andersen LLP dated April 26, 2002 regarding the disclosure contained in Item 4 of this report on Form 8-K.

 

               

 

 

SIGNATURES

 

          Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

   

METAWAVE COMMUNICATIONS
CORPORATION
(Registrant)

     

Date: April 25, 2002

 

By:  /s/ Kathryn Surace-Smith              
          Kathryn Surace-Smith
          Vice President, General Counsel
          and Secretary

 

 

 

INDEX TO EXHIBITS

 

Exhibit
Number


Description

   

16.1

Letter of Arthur Andersen LLP dated April 26, 2002 regarding the disclosure contained in Item 4 of this report on Form 8-K.

 

 

EX-16.1 3 exh161.htm EXHIBIT 16.1 Exhibit 16.1

Exhibit 16.1

 

(AA LLP Letterhead)

April 26, 2002


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir/Madam:

We have read the first, second, third, fourth and sixth paragraphs of Item 4 included in the Form 8-K dated April 22, 2002 of Metawave Communications Corporation filed with the Securities and Exchange Commission and are in agreement with the statements contained therein.

Very truly yours,

/s/ Arthur Andersen LLP

-----END PRIVACY-ENHANCED MESSAGE-----