SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
December 8, 1999
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Date of Report (date of earliest event reported)
COMMUNICATION INTELLIGENCE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-19301 94-2790442
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(Commission File Number) (IRS Employer Identification Number)
275 Shoreline Drive, Suite 500, Redwood Shores, CA 94065
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(Address of Principal Executive Offices)
(650) 802-7888
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, If Changed Since Last Report)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a)(1) Previous Independent Accountants
(i) On December 8, 1999, Communication Intelligence
Corporation (the "Registrant") dismissed PricewaterhouseCoopers
LLP as the Registrant's independent accountant.
(ii) The reports of PricewaterhouseCoopers LLP on the
consolidated financial statements for the past two fiscal years ended December
31, 1997 and 1998 contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles.
(iii) As of December 8, 1999, the Registrant had not
engaged a successor accounting firm. As of December 13, 1999, the Registrant
named a successor accounting firm. (See (2) below.)
(iv) In connection with its audits for the two most recent
fiscal years and through December 8, 1999, there have been no disagreements with
PricewaterhouseCoopers LLP on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP
would have caused them to make reference thereto in their reports on the
consolidated financial statements for such years.
(v) During the Registrant's two most recent fiscal years and
through December 8, 1999, there have been no reportable events (as defined in
Regulation S-K Item 304 (a)(1)(v).
(vi) The Registrant has provided PricewaterhouseCoopers LLP
with a copy of the disclosure it is making in response to Item 304(a) of
Regulation S-K. The Registrant has requested PricewaterhouseCoopers LLP to
furnish the Registrant with a letter addressed to the Commission stating whether
it agrees with the statements made by the Registrant and, if not, stating the
respects in which it does not agree. A copy of such letter is filed as Exhibit
16.1 to this Form 8-K.
(2) Newly Engaged Independent Accountants
(i) On December 13, 1999, the Registrant named Stonefield
Josephson Accountancy Corporation ("Stonefield Josephson") as its new
independent accountant. During the two years ended December 31, 1998 and
during the subsequent period ended December 13, 1999, neither the Registrant
nor anyone on its behalf consulted Stonefield Josephson regarding (i) the
application of accounting principles to any transaction, either completed or
proposed, or (ii) the type of opinion that might be rendered by Stonefield
Josephson on the Company's financial statements.
ITEM 5. OTHER EVENTS
On December 13, 1999, the Registrant hired Marjorie J. Bailey, CPA as
its Vice President of Finance and Chief Financial Officer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBITS
16.1 Letter from PricewaterhouseCoopers LLP to the Securities and
Exchange Commission.
99.1 Press release dated December 14, 1999.
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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 hereunto duly authorized.
Dated: December 14, 1999
COMMUNICATION INTELLIGENCE CORPORATION
(Registrant)
By: /s/ Guido DiGregorio
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Guido DiGregorio, President
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EXHIBIT INDEX
EXHIBITS PAGE NO.
16.1 Letter from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission. 6
99.1 Press release dated December 14, 1999. 7
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