SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) APRIL 25, 2002
COMMISSION FILE NUMBER 0-21061
SPEEDCOM WIRELESS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 58-2044990
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.
INCORPORATION OR ORGANIZATION)
7020 PROFESSIONAL PARKWAY EAST
SARASOTA, FL 34240
(941) 907-2300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Item 4. Changes in Registrant's Certifying Accountant
In a letter dated April 18, 2002, Ernst & Young LLP, who had served as
independent auditors of SPEEDCOM Wireless Corporation (the "Registrant"),
resigned from its engagement with the Registrant. Following such resignation,
the Registrant, with the consent of its board of directors, approved the
engagement of Aidman, Piser & Company as the Registrant's independent auditors
and replacement for Ernst & Young, LLP. The Registrant has authorized Ernst &
Young LLP to respond fully to inquiries of Aidman, Piser & Company, on any
matters, including those matters discussed in this Current Report.
During the two most recent fiscal years no report of Ernst & Young LLP on
the Registrant's financial statements contained an adverse opinion or a
disclaimer of opinion, nor was one qualified as to uncertainty, audit scope, or
accounting principles, except as described in the following sentence. During the
most recent fiscal year the report of Ernst & Young LLP was modified to express
substantial doubt about the ability of the Company to continue as a going
concern.
During the two most recent fiscal years and the subsequent interim period
through the date hereof, there were no disagreements with Ernst & Young 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 Ernst & Young LLP, would have caused Ernst & Young LLP to
make a reference to the subject matter of the disagreements in connection with
its report.
Except as discussed below, Ernst & Young LLP did not advise the Registrant
at any time during the two most recent fiscal years and the subsequent interim
period through the date hereof:
(A) that the Registrant did not have the internal controls necessary
for the preparation of reliable financial statements, except that, in
a letter to the Registrant's Audit Committee, dated March 22, 2002,
Ernst & Young LLP advised that it believed that a material weakness
was present in SPEEDCOM's internal controls, which stated the
following. "During 2001, the Company entered into numerous debt,
equity and sales transaction that involved significant non-cash
components and complex terms with current and future implications.
Presently, the Company does not have accounting and finance personnel
with adequate qualifications and training to appropriately account for
and report these transactions. This resulted in material misstatements
of the Company's internally prepared interim and annual financial
statements in 2001." Ernst & Young LLP has made recommendations for
the mitigation of this weakness, which are currently being addressed
by management. In addition, it should be noted that the aforementioned
material misstatements to internal financial information was
corrected, with the assistance and advice of Ernst & Young LLP, prior
to the public release of any such information.
2
(B) that information had come to its attention that had led it to no
longer be able to rely on management's representations, or that had
made it unwilling to be associated with the financial statements
prepared by management;
(C) of the need to expand significantly the scope of its audit, or
that information had come to its attention during the two most recent
fiscal years that if further investigated may (i) materially have
impacted the fairness or reliability of either: a previously issued
audit report or the underlying financial statements, or the financial
statements issued or to be issued covering the fiscal periods
subsequent to the date of the most recent financial statements covered
by an audit report or (ii) have caused it to be unwilling to rely on
management's representations or be associated with the Registrant's
financial statements; or
(D) that information had come to its attention that it concluded
materially impacts the fairness or reliability of either (i) a
previously issued audit report or the underlying financial statements
issued or to be issued covering the fiscal periods subsequent to the
date of the most recent financial statements covered by an audit
report.
The Registrant has requested Ernst & Young LLP to furnish it a letter addressed
to the Commission stating whether it agrees with the above statements. A copy of
that letter, dated April 25, 2002 is filed as Exhibit 16 to this Form 8-K.
ITEM 7. EXHIBIT INDEX
16 Letter from Ernst & Young LLP regarding Change in Certifying Accountant
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SPEEDCOM WIRELESS CORPORATION
By: /s/ Michael McKinney
--------------------
Michael McKinney
Chief Executive Officer
Date: April 25, 2002
3