SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
November 15, 1999
Date of Report (Date of earliest event reported)
Euphonix, Inc.
(Exact name of registrant as specified in its charter)
California 0-26516 77-0189481
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
220 Portage Avenue, Palo Alto, California 94306
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 855-0400
Item 4. Change in Registrants Certifying Accountant
(a) Previous Independent Accountants
(i) On November 15, 1999 the Company dismissed Ernst & Young
LLP as its independent accountants.
(ii)The reports of Ernst & Young LLP on the financial statements of
the Company for each of the past two fiscal years contained no
adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principle.
(iii)The decision to change independent accountants was approved by
the Companys Audit Committee and the Board of Directors.
(iv)During the Companys two most recent fiscal years and through the
date of this Report, the Company has had no disagreements with
Ernst & Young LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to the satis-
faction of Ernst & Young LLP would have caused it to make
reference thereto in its report on the financial statements of
the Company for such years.
(v) During the Companys two most recent fiscal years and through the
date of this Report, the Company has had no reportable events
(as defined in Item 304(a)(1)(v) of the Regulation S-K). (vi)
The Company has requested that Ernst & Young LLP furnish it with
a letter addressed to the Commission stating whether or not it
agrees with the above statements. A copy of such letter, dated
November 23, 1999 is filed as Exhibit 16 to this Form 8-K/A.
(b) New Independent Accountants
(i) The Company engaged PricewaterhouseCoopers LLP as its new
independent accountants as of November 15, 1999. During the two
most recent fiscal years and through the date of this Report,
the Company has not consulted with PricewaterhouseCoopers LLP
regarding (1) either 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 Companys
financial statements, and either a written report was provided
to the Company or oral advice was provided that Pricewaterhouse-
Coopers LLP concluded was an important factor considered by
the Company in reaching a decision as to the accounting, auditing
or financial reporting issue; or (2) any matter that was either
the subject of disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instruction of
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 and Exhibits.
(c) Exhibits
-1-
16 Letter dated November 23, 1999 from Ernst & Young LLP to the Securities
and Exchange Commission
_____________________________________
-2-
EXHIBIT INDEX
Exhibit No. Description
16 Letter dated November 23, 1999 from Ernst & Young LLP to the Securities &
Exchange Commission
-3-
EXHIBIT 16
EXHIBIT 16 TO FORM 8-K
November 23, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549 Gentlemen:
We have read Item 4 of Form 8-K dated November 19, 1999, of Euphonix, Inc. and
are in agreement with the statements contained in paragraphs (a)(i), (a)(ii),
(a)(iv), and (a)(v) of Item 4. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/ ERNST & YOUNG LLP
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.
EUPHONIX, INC.
Date: November 24, 1999 By:/s/ Barry Margerum
Barry Margerum
Chief Executive Officer, President
and Director