SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) April 2, 2001
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SYMPHONIX DEVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-23767 77-0376250
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2331 Zanker Road, San Jose, California 95131-1107
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 232-0710
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_____________________________________________________________________
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On April 2, 2001, Symphonix Devices, Inc. dismissed KPMG LLP as
the Company's independent accountants. The Registrant's Audit Committee and
Board of Directors participated in and approved the decision to change the
independent accountants.
(ii) Neither KPMG LLP's report on the financial statements for
fiscal year 2000 nor PricewaterhouseCoopers LLP's report on the financial
statements for fiscal year 1999 contained an adverse opinion or disclaimer of
opinion or were qualified or modified as to uncertainty, audit scope or
accounting principle.
(iii) In connection with its audits for the two most recent fiscal
years and through April 2, 2001, there were no disagreements with
PricewaterhouseCoopers LLP or KPMG LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP
or KPMG LLP would have caused them to make reference thereto in their report on
the financial statements for such years.
(iv) During the two most recent fiscal years and through April 2,
2001, there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(v) The Registrant has requested that KPMG LLP and
PricewaterhouseCoopers LLP furnish them with letters addressed to the SEC
stating whether or not they agree with the above statements. Copies of such
letters, dated April 9, 2001, are filed as Exhibits 16.1 and 16.2 to this
Form 8-K.
(b) New independent accountants
The Registrant engaged PricewaterhouseCoopers LLP as its new
independent accountants on April 9, 2001. Prior to that date,
PricewaterhouseCoopers LLP audited the Company's financial statements from
inception through December 31, 1999. PricewaterhouseCoopers LLP was the
Registrant's independent accountants until January 29, 2001, at which time
PricewaterhouseCoopers LLP resigned. Since January 29, 2001, the Registrant has
not consulted with PricewaterhouseCoopers LLP regarding either (i) 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 Registrant's financial statements, and neither a written report was provided
to the Registrant or oral advice was provided that PricewaterhouseCoopers LLP
concluded was an important factor considered by the Registrant in reaching a
decision as to an accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement, as that term is defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to 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.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1 Letter regarding change in certifying accountant from
KPMG LLP.
16.2 Letter regarding change in certifying accountant from
PricewaterhouseCoopers LLP.
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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.
SYMPHONIX DEVICES, INC.
/s/ Kirk B. Davis
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Kirk B. Davis
President and Chief Executive Officer
Date: April 9, 2001
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EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter from KPMG LLP regarding change in certifying accountant.
16.2 Letter from PricewaterhouseCoopers LLP regarding change in
certifying accountant.