UNITED STATES
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 28, 2001
TUCOWS INC.
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(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA 0-28284 23-2707366
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
96 MOWAT AVENUE
TORONTO, ONTARIO M6K 3M1
CANADA
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(Address of principal executive offices) (Zip code)
416-535-0123
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Registrant's telephone number, including area code
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) The Board of Directors of Tucows Inc. (the "Company" which was formerly
known as Infonautics, Inc. ("Infonautics")) has determined that as of August 29,
2001, the firm of KPMG LLP be selected and serve as the Company's independent
auditors for the year ended December 31, 2001. By this action, the Board of
Directors dismissed the firm of PricewaterhouseCoopers LLP ("PwC") who has
served as Infonautics' independent auditors.
The reports of PwC on the financial statements of Infonautics 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
principles.
There have been no disagreements with PwC as to any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure in connection with the audits of Infonautics' financial statements for
the fiscal years ended December 31, 2000 and 1999 or for the subsequent interim
period through August 29, 2001, which disagreements, if not resolved to its
satisfaction, would have caused PwC to make reference thereto in their reports
on the financial statements for such years. In addition, during the two most
recent fiscal years and through August 29, 2001, there have been no reportable
events (as defined in Item 304 of Regulation S-K).
A letter of PwC addressed to the Securities and Exchange Commission is
included as EXHIBIT 16.1 to this Form 8-K. Such letter states whether or not PwC
agrees with the statements made by the Company in this Item 4.
(b) During the two most recent fiscal years and through August 29, 2001,
the Company has not consulted with KPMG LLP regarding the application of
accounting principles to a specified transaction or the type of audit opinion
that may be rendered on the Company's financial statements. In addition, the
Company has not consulted with KPMG LLP as to any matter that was either the
subject of a disagreement (as defined in Instruction 4 of Item 304 of Regulation
S-K) or a reportable event (as defined in Item 304 of Regulation S-K), during
the two most recent fiscal years and through August 29, 2001.
ITEM 5. OTHER EVENTS.
On August 28, 2001, the Company completed the transactions contemplated by
the Agreement and Plan of Merger, dated as of March 27, 2001, by and among
Infonautics, Tucows Inc., a Delaware corporation and TAC Merger Sub Corporation,
a Delaware corporation and a wholly-owned subsidiary of Infonautics. On August
29, 2001, the Company issued a press release announcing completion of the
merger. A copy of the press release is attached hereto as EXHIBIT 99.1 and is
incorporated by reference into this Report on Form 8-K.
2
On August 29, 2001, the Company filed Third Amended and Restated Articles
of Incorporation with the Secretary of State for the Commonwealth of
Pennsylvania to effect a change in the name of the Company from "Infonautics,
Inc." to "Tucows Inc." A copy of the Third Amended and Restated Articles of
Incorporation are attached hereto as EXHIBIT 3.1 and are incorporated by
reference into this Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) EXHIBITS:
3.1 Third Amended and Restated Articles of Incorporation.
16.1 Letter of PricewaterhouseCoopers LLP to the Securities and
Exchange Commission, dated September 4, 2001.
99.1 Press release dated August 29, 2001.
3
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.
TUCOWS INC.
Date: September 6, 2001 By: /s/ Elliot Noss
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Name: Elliot Noss
Title: President and Chief
Executive Officer
EXHIBIT INDEX
Exhibits No. Exhibit
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3.1 Third Amended and Restated Articles of Incorporation.
16.1 Letter of PricewaterhouseCoopers LLP to the Securities and
Exchange Commission, dated September 4, 2001.
99.1 Press release dated August 29, 2001.