U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 17, 1998
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Date of Report (date of earliest event reported)
DATALINK SYSTEMS CORPORATION
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Exact Name of Registrant as Specified in its Charter
Nevada 0-21069 35-3574355
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
1735 Technology Drive, Suite 790, San Jose, CA 95110
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Address of Principal Executive Offices, Including Zip Code
(408) 367-1700
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Registrant's Telephone Number, Including Area Code
ITEM 4. CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT
On July 17, 1998, Datalink Systems Corporation (the "Company") received
notification from Pricewaterhouse Coopers LLP ("PC"), formerly Coopers &
Lybrand L.L.P., independent accountants for the fiscal years ended March 31,
1996, 1997 and 1998 stating that PC had resigned as the Company's independent
accountants. Except as described below, the reports of PC on the Company's
financial statements for the fiscal years ended March 31, 1996, 1997 and 1998
did not contain an adverse opinion or disclaimer of an opinion nor were they
qualified or modified as to uncertainty, audit scope or accounting principles
or practices.
The Company had a disagreement with PC regarding the application of EITF
88-18 to the treatment of revenues arising from the sale of certain
technologies. The Company asked PC to explain the rationale for using EITF
88-18 including the ambiguity of the term "investor" required in the
application of EITF 88-18. When PC could not do so, the Company questioned
the applicability of EITF 88-18.
The Company was asked by PC to provide an alternative GAAP treatment
that PC would find acceptable. Although alternative treatments were suggested
by the Company, none were found acceptable to PC and the Company acquiesced in
favor of PC. All SEC filings have been made in accordance with PC's direction
and approval.
The Company had raised similar concerns in last year's (1997) Form
10-KSB regarding this matter, as documented in PC's correspondence to the
Company's Board of Directors dated September 29, 1997, wherein PC says:
"Recognition of the Shalcor transaction in accordance with EITF 88-18 is
required and though management disagreed with the accounting treatment it did
record the transaction in accordance with EITF 88-18."
The Company is not aware of any current "disagreement" or "reportable
event", within the meaning of Item 304 of Regulation S-B, with PC on any
matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure.
Neither PC's resignation, nor the aforementioned EITF 88-18 disagreement
requires any change to the Company's historical SEC filings. The Company is
currently in discussions with a major accounting firm and expects to appoint a
new accounting firm shortly. When the Company retains a successor accounting
firm, the Company will file a Current Report on Form 8-K with respect thereto.
In addition, the Company has provided a copy of this report to PC and
has requested that PC provide the Company with a letter addressed to the
Commission, as required by Item 304(a)(3) of Regulation S-B, so that the
Company can file such letter with the Commission within ten business days
after the filing of this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
16 Letter of Pricewaterhouse Coopers LLP required by
Item 304(a)(3) of Regulation S-B*
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* To be filed by Amendment.
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.
DATALINK SYSTEMS CORPORATION
Dated: July 24, 1998 By /s/ Anthony N. LaPine
Anthony N. LaPine, President