UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 8, 2002
DIGITAL COURIER TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20771 87-0461586
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification Number)
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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N/A
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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 November 4, 2002, BDO Seidman LLP, the Company's independent
accountant for the years ended June 30, 2001 and 2002, notified the
Company that it had resigned and that the client-auditor
relationship between DCTI and BDO Seidman LLP had ceased.
(ii) The reports of BDO Seidman LLP on our consolidated financial
statements as of and for the years ended June 30, 2001 and 2002,
contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to any uncertainty, audit scope or
accounting principle, except that the reports for both such were
qualified with cautionary statements expressing uncertainty about
the Company's ability to continue as a going concern.
(iii) Our Board of Directors has accepted the resignation of BDO Seidman
LLP.
(iv) In connection with the audits of the two fiscal years ended June 30,
2002 and during the subsequent period from July 1, 2002 through
November 4, 2002, there were no disagreements between the Company
and BDO Seidman 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 November 4,
2002, there occurred no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.
The Company has provided BDO Seidman LLP with a copy of this Report and, at
the request of the Company, BDO Seidman LLP has furnished a letter addressed
to the Securities and Exchange Commission in which it states that it agrees
with the foregoing statements. A copy of that letter is attached as Exhibit
16 to this Report.
(b) New Independent Accountants.
The Company has engaged Tanner + Co., P.C., Salt Lake City, Utah, as its new
independent accountants as of November 11, 2002. The Company did not consult
with Tanner + Co. 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 the Company's 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).
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Item 5. Other Events and Regulation FD Disclosure
On October 8, 2002, Tom Tesmer resigned as interim Chief Executive Officer, and
Lynn J. Langford was named Chief Executive Officer and Chief Financial Officer.
On October 24, 2002 Mr. Langford resigned as Chief Executive Officer, and Mr.
Don Marshall was named Chief Executive Officer. Mr. Langford continues as Chief
Financial Officer.
On November 4, 2002, Tom Tesmer resigned as a member of the board of directors.
Messrs. Craig Darling, Stephen T. Cannon and Lee Britton continue to serve as
directors.
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.
Date: November 11, 2002
DIGITAL COURIER TECHNOLOGIES, INC.
By: /s/Lynn J. Langford
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Lynn J. Langford
Chief Financial Officer
: /s/Don Marshall
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Don Marshall
Chief Executive Officer
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