-----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, BMf/n05Dd4l4PsnSymASgoKO21aJmYiX5BG0wW2MgEfxXAl7+dbDJKMm+iBUa+bF 71ZJ9jG+Ra7ymM3Yse4gKg== 0001019056-00-000147.txt : 20000313 0001019056-00-000147.hdr.sgml : 20000313 ACCESSION NUMBER: 0001019056-00-000147 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000307 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: C-PHONE CORP CENTRAL INDEX KEY: 0000835585 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 061170506 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24426 FILM NUMBER: 566451 BUSINESS ADDRESS: STREET 1: 6714 NETHERLANDS DRIVE CITY: WILMINGTON STATE: NC ZIP: 28405 BUSINESS PHONE: 9103956100 MAIL ADDRESS: STREET 1: 6714 NETHERLANDS DR CITY: WILMINGTON STATE: NC ZIP: 28405 FORMER COMPANY: FORMER CONFORMED NAME: TARGET TECHNOLOGIES INC DATE OF NAME CHANGE: 19940615 8-K 1 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): March 7, 2000 ------------- C-PHONE CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEW YORK 0-24424 06-1170506 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission) (IRS Employer of Incorporation) File Number) Identification No.) 6714 NETHERLANDS DRIVE, WILMINGTON, NORTH CAROLINA 28405 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (910) 395-6100 -------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On March 7, 2000, C-Phone Corporation dismissed PricewaterhouseCoopers LLP as its independent accountants, and appointed the accounting firm of Ernst & Young, LLP. C-Phone's Audit Committee and Board of Directors participated and approved the decision to change independent accountants. The reports of PricewaterhouseCoopers LLP on the financial statements for the past two years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. In connection with its audits of the two most recent fiscal years and through March 7, 2000, there have been no disagreements with PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP would have caused them to make reference thereto in their report on the financial statements for such years. The Registrant has supplied PricewaterhouseCoopers LLP with a copy of this Form 8-K in compliance with Item 304(a)(3) of Regulation S-K of the Securities and Exchange Commission. ITEM 6. OTHER EVENTS. On March 6, 2000, C-Phone announced that Paul Albritton had been appointed our President and Chief Executive Officer. Mr. Albritton, who has been our Chief Financial Officer of the Company for more than five years, also has been elected to our Board of Directors. Mr. Albritton replaces Daniel Flohr, who had been our President and Chief Executive Officer since our inception. Mr. Flohr will continue as Chairman of the Board and will act as a strategic advisor. C-Phone also announced that Kurt Svendsen, who has been serving as our controller since December 1998, has being promoted to Vice President and Chief Financial Officer. Mr. Svendsen is a licensed CPA. In addition to the foregoing management changes, Tina Jacobs, who had been our Executive Vice President and Chief Operating Officer, has resigned such positions, but will continue as our Secretary and Treasurer of the Company, as well as a member of our Board of Directors. On March 9, 2000, C-Phone announced that it has been informed that, effective March 13, 2000, the C-Phone common stock will be traded on the Nasdaq SmallCap Market. The trading symbol will remain "CFON." In January 2000, C-Phone announced that it was restructuring its operations to reduce its ongoing operating expenses, exploring certain strategic initiatives and increasing its focus on attempting to develop major OEM, distribution and licensing relationships. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 16. Letter from PricewaterhouseCoopers LLP pursuant to Item 304(a)(3) of Regulation S-K of the Securities and Exchange Commission 99. Press Release, dated March 6, 2000 * * * * * * * * * * 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 thereunto duly authorized. C-PHONE CORPORATION By: /s/ PAUL H. ALBRITTON --------------------------------- President and Chief Executive Date: March 8, 2000 3 EX-16 2 EXHIBIT 16 Exhibit 16 March 7, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by C-Phone Corporation (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 March 8, 2000. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP 4 EX-99 3 EXHIBIT 99 Exhibit 99 CONTACT: Joseph A. Mansi Paul Albritton KCSA Worldwide C-Phone Corporation (212) 896-1205 (910) 395-6100 jmansi@kcsa.com paula@c-phone.com IMMEDIATE RELEASE C-PHONE APPOINTS PAUL ALBRITTON NEW CHIEF EXECUTIVE OFFICER - - - - - Former CFO Also Elected To Board WILMINGTON, N.C., March 6, 2000 - C-Phone Corporation (NASDAQ:CFON) today announced that Paul Albritton (56) has been appointed President and Chief Executive Officer of the Company. Mr. Albritton, who has been Chief Financial Officer of the Company for more than five years, also has been elected to the Company's Board of Directors. Mr. Albritton replaces Daniel Flohr, who had been President and Chief Executive Officer of the Company since its inception. Mr. Flohr will continue as Chairman of the Board and will act as a strategic advisor to the Company. Mr. Flohr commented that, "having initially hired Paul Albritton and having worked closely with Paul during the past few years, I am completely confident that Paul has the knowledge, understanding, experience and skills needed to lead and manage C-Phone in its continuing evolution. I look forward to aiding Paul in his new role and assisting in the development of C-Phone's technologies and progress. Mr. Flohr intends to focus his day-to-day efforts as chief executive of a New York based, fiber optic telecommunication services company. Mr. Albritton announced that Kurt Svendsen, who has been serving as controller of the Company since December 1998, is being promoted to Vice President and Chief Financial Officer. Mr. Svendsen is a licensed CPA. In addition to the foregoing management changes, Tina Jacobs, who had been Executive Vice President and Chief Operating Officer of the Company, has resigned such positions, but will continue as Secretary and Treasurer of the Company, as well as a member of its Board of Directors. 5 C-Phone Corporation provides state-of-the-art video communications products for general business and niche markets, including security, education and healthcare. Affordable and easy to use, C-Phone products deliver high quality, real time video, voice and data for conferencing and remote monitoring applications. C-Phone technology is compatible with all industry standards and connects through a wide variety of telephone company and private communications networks, including the Internet. C-Phone products are marketed throughout the world and are in use by a diverse group of corporate, institutional and governmental customers. Information on the Company and its products can be found at www.cphone.com. # # # STATEMENTS MADE IN THIS PRESS RELEASE, OTHER THAN THOSE CONCERNING HISTORICAL INFORMATION, SHOULD BE CONSIDERED FORWARD-LOOKING AND SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS ARE MADE BASED ON MANAGEMENT'S BELIEF AS WELL AS ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO, MANAGEMENT PURSUANT TO THE SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF A VARIETY OF FACTORS, INCLUDING AMONG OTHERS, THOSE IDENTIFIED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1999, AND THE COMPANY'S QUARTERLY REPORT ON FORM 10-QSB FOR THE FISCAL QUARTER ENDED AUGUST 31, 1999, AS WELL AS FACTORS SUCH AS FUTURE ECONOMIC CONDITIONS, ACCEPTANCE BY CUSTOMERS OF THE COMPANY'S PRODUCTS, CHANGES IN CUSTOMER DEMAND, LEGISLATIVE, REGULATORY AND COMPETITIVE DEVELOPMENTS IN MARKETS IN WHICH THE COMPANY OPERATES AND OTHER CIRCUMSTANCES AFFECTING REVENUES AND COSTS. THE COMPANY UNDERTAKES NO OBLIGATION TO RELEASE PUBLICLY THE RESULT OF ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS PRESS RELEASE OR TO REFLECT THE OCCURRENCE OF OTHER UNANTICIPATED EVENTS. THIS RELEASE AND PRIOR RELEASES ARE AVAILABLE ON THE KCSA PUBLIC RELATIONS WORLDWIDE WEBSITE AT www.kcsa.com. 6 -----END PRIVACY-ENHANCED MESSAGE-----