SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 11, 2001 (June 4, 2001)
Digital Courier Technologies, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-20771 87-0461856
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(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
348 East 6400 South, Suite 220, Salt Lake City, Utah 84107
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(801)266-5390
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(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrants Certifying Accountant
(a) Previous Independent Accountants.
(i) On June 4, 2001, Arthur Andersen LLP notified the Company that they declined
to stand for re-election as our independent accountants and that the
client-auditor relationship between DCTI and Arthur Andersen LLP had ceased.
(ii) The report of Arthur Andersen LLP on our consolidated financial statements
as of and for the year ended June 30, 2000 contained the following explanatory
paragraph: "The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered recurring losses
from continuing operations of $34,867,900, $20,353,229, and $5,544,363 during
the years ended June 30, 2000, 1999 and 1998, respectively. The Company's
operating activities, excluding cash retained for merchant reserves, used
$4,097,019, $7,291,791 and $6,400,982 of cash during the years ended June 30,
2000, 1999 and 1998, respectively. Additionally, the Company has a tangible
working capital deficit of $4,872,841 as of June 30, 2000. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty." Except for the foregoing, the
reports of Arthur Andersen LLP on our financial statements for each of the past
two fiscal years contained no adverse opinions or disclaimers of opinion, and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles.
(iii) Our Board of Directors has accepted the cessation of our relationship with
Arthur Andersen LLP.
(iv) In connection with the audits of the two fiscal years ended June 30, 2000
and during the subsequent period from July 1, 2000 through June 4, 2001, we had
no disagreements with Arthur Andersen LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to their satisfaction, would have caused
them to make reference to the subject matter of the disagreement(s) in
connection with their opinion.
(v) During the two most recent fiscal years and through June 4, 2001, there
occurred no reportable events (as such term is defined in Item 304(a)(1)(v) of
Regulation S-K).
Arthur Andersen has furnished us with a letter addressed to the Commission. A
copy of that letter is attached as Exhibit 16.1 to this Report.
(b) New Independent Accountants.
We have elected BDO Seidman, LLP as our new independent accountants as of June
4, 2001. We have not consulted with BDO Seidman prior to its engagement
regarding the application of accounting principles to a specified transaction,
either completed or proposed, the type of audit opinion that might be rendered
on our financial statements or any matter that was either the subject of a
disagreement or a reportable event (as such terms are defined in Item 304(a)(1)
of Regulation S-K).
Item 7. Exhibits
Exhibit No. Description
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16.1 Letter regarding change in certifying accountants.
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.
DIGITAL COURIER TECHNOLOGIES, INC.
Dated: June 11, 2001 By:/s/ John J. Hanlon
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John J. Hanlon
Chief Financial Officer