-----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, RJaEafb6spsnlLuKs0ycfn5u18RUhMj8M0VTFJ76Imvd1E12i6PVhGRv8/OyisLm xJXncOl3fss9hC5sQs5kNw== 0000950144-00-005846.txt : 20000504 0000950144-00-005846.hdr.sgml : 20000504 ACCESSION NUMBER: 0000950144-00-005846 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000428 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TERREMARK WORLDWIDE INC CENTRAL INDEX KEY: 0000912890 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 840873124 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12475 FILM NUMBER: 618375 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVE STREET 2: 49TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123199160 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AMTEC INC DATE OF NAME CHANGE: 19970715 FORMER COMPANY: FORMER CONFORMED NAME: AVIC GROUP INTERNATIONAL INC/ DATE OF NAME CHANGE: 19950323 FORMER COMPANY: FORMER CONFORMED NAME: YAAK RIVER MINES LTD DATE OF NAME CHANGE: 19931001 8-K 1 TERREMARK WORLDWIDE INC 4/28/2000 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) APRIL 28, 2000 ------------------------------- TERREMARK WORLDWIDE, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-22520 84-0873124 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 599 LEXINGTON AVENUE 44TH FLOOR NEW YORK, NEW YORK 10022 - -------------------------------------------------------------------------------- (Address of principal executive offices, including Zip Code) Registrant's telephone number, including area code (212) 319-9160 ----------------------------- AMTEC, INC. - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT. On April 28, 2000, Terremark Holdings, Inc., a Florida corporation ("Terremark"), merged with and into AmTec, Inc., a Delaware corporation ("AmTec"). Pursuant to the merger agreement, dated as of November 24, 1999, as amended, AmTec was the surviving corporation, and its name has been changed to Terremark Worldwide, Inc. ("Terremark Worldwide"). Deloitte & Touche LLP ("D&T") was the certifying accountant for AmTec. D&T was dismissed on the date the merger occurred, subject to completing the audit of AmTec as discussed below. Correspondingly, PricewaterhouseCoopers, LLP ("PwC") was engaged by Terremark Worldwide as its principal accountants to audit the Terremark Worldwide financial statements for the year ended March 31, 2001. The engagement of PwC was made effective April 28, 2000. The decision to change independent accountants was not recommended or approved by AmTec's board of directors or the audit committee of its board of directors. However, the decision to retain one independent accounting firm was made by the board of directors of Terremark Worldwide on April 28, 2000. D&T has been engaged to audit AmTec's March 31, 2000 financial statements. During AmTec's two most recent fiscal years ended March 31, 1999, there were no disagreements between management and D&T on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of D&T, would have cause D&T to make reference to the subject matter of the disagreement in connection with its report. In addition, the financial statements of AmTec for such periods contained no adverse opinion or disclaimers of opinion, and were not qualified or modified in any way. Also, during this same period there were no reportable events as defined or listed in Item 304 of Regulation S-K. D&T has furnished the registrant with a letter, filed herewith as Exhibit 16, expressing its agreement with the representations made in this Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit Number Description ------ ----------- 16 Letter re: Change in certifying accountant (filed herewith). 2 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 thereunto duly authorized. TERREMARK WORLDWIDE, INC. Dated: May 3, 2000 By: /s/ Manuel D. Medina ------------------------------------------ Name: Manuel D. Medina Its: Chairman and Chief Executive Officer 3 EX-16 2 DELOITTE & TOUCHE LLP LETTER 1 Exhibit 16 April 28, 2000 Securities and Exchange Commission Mail Stop 11-3 450 5th Street, N.W. Washington, D.C. 20549 Dear Sirs/Madams: We have read and agree with the comments in Item 4 of Form 8-K of Terremark Worldwide, Inc. dated April 28, 2000. Yours truly, DELOITTE & TOUCHE LLP -----END PRIVACY-ENHANCED MESSAGE-----