SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 16, 2001
Nx NETWORKS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-20512 54-1345159
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
NX NETWORKS, INC.
13595 DULLES TECHNOLOGY DRIVE
HERNDON, VIRGINIA 20171
(Address of Principal Executive Offices, Including Zip Code)
(703) 742-6000
(Registrant's telephone number, including area code)
EXPLANTORY NOTE
This Amendment to our Current Report on Form 8-K is filed to supplement
our prior report by disclosing that from December 31, 2001 through the date
Arthur Andersen LLP was dismissed as our independent public accountants we did
not have any disagreement with them on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On July 16, 2001, we dismissed Arthur Andersen LLP as independent
public accountants. The dismissal resulted after we were unable to reach
agreement with Arthur Andersen on its fees for continuing as our independent
public accountants.
Arthur Andersen LLP's reports on our financial statements for the
fiscal years ended December 31, 1999 and 2000 contain no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. The audit report for the year ended
December 31, 2000, however, did contain a statement expressing concern about our
ability to continue as a going concern.
During the two most recent fiscal years and through July 16, 2001, we
have not had any disagreements with Arthur Andersen LLP on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.
On December 15, 2000 Arthur Andersen LLP issued to us a letter
expressing its concern over material weaknesses in our internal controls, which
it identified during its review of our financial statements for the period ended
September 30, 2000 and on April 17, 2001 Arthur Andersen LLP issued to us a
letter expressing its concern over material weaknesses in our internal controls,
which it identified during its audit of our financial statements for the year
ended December 31, 2000.
The Board of Directors approved the dismissal of Arthur Andersen LLP
upon the recommendation of our Audit Committee. The Board of Directors has
identified a new accounting firm that will be announced when its engagement is
executed by both parties.
We have provided Arthur Andersen LLP with a copy of this disclosure and
have requested that Arthur Andersen furnish us with a letter addressed to the
SEC stating whether it agrees with the above statements. (A copy of Arthur
Andersen LLP's letter to the SEC, dated August 22, 2001, is filed as Exhibit
16.1 to this Form 8-K).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following exhibit is included as part of this report:
16.1 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated August 22, 2001.
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.
Nx NETWORKS, INC.
Date: August 22, 2001 By: /s/ Peter J. Kendrick
_____________________________
Name: Peter J. Kendrick
Title: Chief Financial Officer
EXHIBIT LIST
EXHIBIT NO. DESCRIPTION
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated August 22, 2001.