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): November 27, 2001
ePresence, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
0-20364 04-2798394
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(Commission File Number) (I.R.S. Employer Identification No.)
120 Flanders Road
Westboro, Massachusetts 01581
(Address of Principal Executive Offices, Including Zip Code)
(508) 898-1000
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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. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Upon the recommendation of the Audit Committee of the Registrant's Board of
Directors, the Registrant determined to change the independent public
accountants for the Registrant from PricewaterhouseCoopers LLP
("PricewaterhouseCoopers"). The Registrant dismissed PricewaterhouseCoopers on
November 27, 2001.
During the Registrant's two most recently completed fiscal years and through
November 27, 2001, there were no disagreements with PricewaterhouseCoopers on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which, if not resolved to the satisfaction of
PricewaterhouseCoopers, would have caused it to make reference to the subject
matter of the disagreement in connection with its reports on the financial
statements for such years. PricewaterhouseCoopers' reports on the Registrant's
financial statements for the past two years did not contain an adverse opinion
or a disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles. During the Registrant's two
most recently completed fiscal years and through November 27, 2001, there were
no reportable events as defined in Regulation S-K Item 304(a)(1)(v).
The Registrant requested PricewaterhouseCoopers to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements. A copy of that letter dated November 30, 2001
is filed as Exhibit 16.1 to this Form 8-K.
The Registrant engaged Arthur Andersen LLP ("Arthur Andersen") as the
Registrant's independent public accountants effective as of November 27, 2001
for the fiscal year ending December 31, 2001. The Audit Committee of the
Registrant's Board of Directors approved the engagement. During the Registrant's
two most recent fiscal years and the subsequent interim period prior to engaging
Arthur Andersen, neither the Registrant nor anyone on its behalf consulted with
Arthur Andersen regarding either (i) the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Registrant's financial statements, and
neither a written report nor oral advice was provided to the Registrant by
Arthur Andersen that was an important factor considered by the Registrant in
reaching a decision as to any accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of a disagreement, as that term
is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions
to Item 304 of Regulation S-K, or a reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-K.
Item 7. FINANCIAL STATEMENTS PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
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Not applicable.
(b) Pro Forma Financial Information
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Not applicable.
(c) Exhibits
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16.1 Letter from PricewaterhouseCoopers LLP, dated November 30, 2001,
to the Commission regarding change in certifying accountant.
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.
ePRESENCE, INC.
Date: November 30, 2001 /s/ Richard M. Spaulding
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Richard M. Spaulding
Senior Vice President and Chief Financial
Officer, Treasurer and Clerk
(Principal Financial Officer and Principal
Accounting Officer)
Exhibit Index
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16.1 Letter from PricewaterhouseCoopers LLP, dated November 30, 2001, to
the Commission regarding change in certifying accountant.