SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934 Date of Report May 3, 2000 Commission file number 000-26213 Arc Communications Inc. (Exact Name of Registrant as specified in its charter) New Jersey 22-3201557 (State of Incorporation) (IRS Identification No.) 788 Shrewsbury Avenue Tinton Falls, New Jersey 07724 732/219-1766 (Registrant's Address, including ZIP Code and telephone number) Item 4. Changes in Registrant's Certifying Accountant. a) On July 15, 1999, Beck, Weiss & Company, Arc Communications Inc.'s (the "Registrant") independent auditor for the previous two fiscal years, resigned in that capacity as a result of the Registrant's newly reporting status and such auditor's limited experience in matters governing compliance with the federal and state securities laws. On that same date, Beck, Weiss & Company accepted the position of the Registrant's principal accountant. b) On July 15, 1999, the Registrant's Board of Directors approved the engagement of Richard A. Eisner & Company, LLP to serve as independent auditors for the fiscal year ending December 31, 1999. Further, on that same date, Richard A. Eisner & Company, LLP entered into an engagement letter with the Registrant to provide independent auditor services. c) During fiscal years 1998 and 1997, respectively, and the subsequent interim period up to July 15, 1999, the date of resignation, there were no disagreements with Beck, Weiss & Company on any matter of accounting principals or practices, financial statement disclosure, or auditing scope or procedure or any reportable events. Further, Beck, Weiss & Company's audit reports for the fiscal years 1998 and 1997 did not contain an adverse opinion, nor was either report modified as to uncertainty, audit scope, or accounting principals. However, Beck Weiss & Company's audit reports were modified to indicate that prior to 1998, the Registrant capitalized certain intangible assets that should have been expensed. d) The Registrant has requested that Beck, Weiss & Company furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of the Beck, Weiss & Company letter to the Securities and Exchange Commission dated May 3,2000 is filed as Exhibit 16.1 to this Form 8-K/A. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Arc Communications Inc. ----------------------- (Registrant) By: /s/ Michael Rubel -------------------------- Michael Rubel Chief Operating Officer Date: May 3, 2000 EXHIBIT INDEX EXHIBIT NUMBER EXHIBITS - -------------- -------- 16.1 Letter from Beck, Weiss & Company dated May 3, 2000