-----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, F/42G+mjN4P5om2Z/msy/+JH85GMeuj2yaZ7xRjUzyg5J51lF8XxWrnrjmHuoQll Aqcm++qX9TwLzd51xrTONA== 0000914749-98-000011.txt : 19980807 0000914749-98-000011.hdr.sgml : 19980807 ACCESSION NUMBER: 0000914749-98-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980730 ITEM INFORMATION: FILED AS OF DATE: 19980806 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAI WIRELESS SYSTEMS INC CENTRAL INDEX KEY: 0000914749 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 061324691 STATE OF INCORPORATION: CT FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22888 FILM NUMBER: 98678366 BUSINESS ADDRESS: STREET 1: 18 CORPORATE WOODS BLVD STREET 2: THIRD FLOOR CITY: ALBANY STATE: NY ZIP: 12211 BUSINESS PHONE: 5184622632 MAIL ADDRESS: STREET 1: 18 CORPORATE WOODS BLVD STREET 2: 3RD FLOOR CITY: ALBANY STATE: NY ZIP: 12211 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) August 6, 1998 (July 30, 1998) CAI WIRELESS SYSTEMS, INC. (Exact Name of Registrant as Specified in its Charter)
Connecticut 0-22888 06-1324691 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation)
18 CORPORATE WOODS BLVD., THIRD FLOOR, ALBANY, NY 12211 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (518) 462-2632 (Former name or former address, if changed since last report) 1 Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On July 30, 1998, registrant was informed by PricewaterhouseCoopers LLP ("PWC") that PWC had resigned from its engagement as registrant's independent accountant. Registrant was informed by PWC that it had resigned from the engagement due to a conflict of interest arising as the result of the July 1, 1998 merger of Price Waterhouse, LLP and Coopers & Lybrand L.L.P. Prior to the merger, Coopers & Lybrand L.L.P. acted as registrant's independent accountant. Price Waterhouse, LLP, acted as collateral agent and administrative agent for Merrill Lynch Global Allocation Fund, Inc. ("MLGAF"), under a Note Purchase Agreement dated as of November 24, 1997, as amended from time to time. PWC will continue to act as collateral agent and administrative agent for MLGAF under the Amended and Restated Note Purchase Agreement dated as of July 30, 1998 between registrant and MLGAF. Except as discussed below, the reports of Coopers & Lybrand L.L.P. on the financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. The report of Coopers & Lybrand L.L.P. delivered in connection with registrant's audited financial statements for the years ended March 31, 1998 and 1997 contained an explanatory paragraph which indicated that there was substantial doubt regarding the Company's ability to continue as a going concern. In connection with its audits for the two most recent fiscal years and through July 30, 1998, there have been no disagreements with Coopers & Lybrand L.L.P. or 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 Coopers & Lybrand L.L.P. would have caused them to made reference thereto in their report on the financial statements for such years. During the two most recent fiscal years and through July 30, 1998, there have been no reportable events (as defined in Regulation S-K item 304(a)(1)(v)). Registrant is currently interviewing independent accountants to replace PWC. The registrant has requested that PWC furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated August 6, 1998, is filed as Exhibit 16 to this Form 8-K. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS C. Exhibits 16 Letter by PricewaterhouseCoopers to Securities and Exchange Commission dated August 6, 1998. 2 SIGNATURE 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. CAI WIRELESS SYSTEMS, INC. By: /S/JAMES P. ASHMAN James P. Ashman Executive Vice President and CFO Date: August 6, 1998 3 EX-1 2 Exhibit 16 (letterhead of PricewaterhouseCoopers) August 6, 1998 Securities and Exchange Commission 450 5th Street, N.W. Washington, DC 20549 Commissioners: We have read the statements made by CAI Wireless Systems, Inc., 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 for the month of July 1998. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/ PricewaterhouseCoopers LLP -----END PRIVACY-ENHANCED MESSAGE-----