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): March 7, 2000
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C-PHONE CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK 0-24424 06-1170506
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
6714 NETHERLANDS DRIVE, WILMINGTON, NORTH CAROLINA 28405
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (910) 395-6100
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N/A
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(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 7, 2000, C-Phone Corporation dismissed PricewaterhouseCoopers LLP as
its independent accountants, and appointed the accounting firm of Ernst & Young,
LLP. C-Phone's Audit Committee and Board of Directors participated and approved
the decision to change independent accountants. The reports of
PricewaterhouseCoopers LLP on the financial statements for the past two years
contained no adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle.
In connection with its audits of the two most recent fiscal years and through
March 7, 2000, there have been no disagreements with PricewaterhouseCoopers 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 would have caused them to make
reference thereto in their report on the financial statements for such years.
The Registrant has supplied PricewaterhouseCoopers LLP with a copy of this Form
8-K in compliance with Item 304(a)(3) of Regulation S-K of the Securities and
Exchange Commission.
ITEM 6. OTHER EVENTS.
On March 6, 2000, C-Phone announced that Paul Albritton had been appointed our
President and Chief Executive Officer. Mr. Albritton, who has been our Chief
Financial Officer of the Company for more than five years, also has been elected
to our Board of Directors. Mr. Albritton replaces Daniel Flohr, who had been our
President and Chief Executive Officer since our inception. Mr. Flohr will
continue as Chairman of the Board and will act as a strategic advisor. C-Phone
also announced that Kurt Svendsen, who has been serving as our controller since
December 1998, has being promoted to Vice President and Chief Financial Officer.
Mr. Svendsen is a licensed CPA. In addition to the foregoing management changes,
Tina Jacobs, who had been our Executive Vice President and Chief Operating
Officer, has resigned such positions, but will continue as our Secretary and
Treasurer of the Company, as well as a member of our Board of Directors.
On March 9, 2000, C-Phone announced that it has been informed that, effective
March 13, 2000, the C-Phone common stock will be traded on the Nasdaq SmallCap
Market.
The trading symbol will remain "CFON."
In January 2000, C-Phone announced that it was restructuring its operations to
reduce its ongoing operating expenses, exploring certain strategic initiatives
and increasing its focus on attempting to develop major OEM, distribution and
licensing relationships.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
16. Letter from PricewaterhouseCoopers LLP pursuant to
Item 304(a)(3) of Regulation S-K of the Securities
and Exchange Commission
99. Press Release, dated March 6, 2000
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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 thereunto duly authorized.
C-PHONE CORPORATION
By: /s/ PAUL H. ALBRITTON
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President and Chief Executive
Date: March 8, 2000
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