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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 10, 2003
NATIONAL DATACOMPUTER, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-15885 04-2942832
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No)
900 Middlesex Turnpike, Bldg. 5
Billerica, Ma. 01821
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (978) 663-7677
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Item 4. Changes in Registrant's Certifying Accountant
Effective January 10, 2003, National Datacomputer, Inc. (the "Company"), with
the approval of its Board of Directors, dismissed Pricewaterhouse Coopers LLP
("PwC") as the Company's independent accountants for the year ending December
31, 2002.
Except as described in the following sentence, the reports of PwC on the
financial statements of the Company for either of the past two fiscal years did
not contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles. The report
of PwC on the financial statements of the Company for the fiscal year ended
December 31, 2001 was modified to express substantial doubt regarding the
Company's ability to continue as a going concern.
In addition, during the Company's two most recent fiscal years and through
January 10, 2003, there was no disagreement with PwC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of PwC, would
have caused PwC to make reference to the subject of that disagreement in its
reports on the Company's financial statements for those fiscal periods.
The Company has yet to engage new independent accountants.
The Company has provided PwC with a copy of the disclosures contained in this
filing and has included as an exhibit hereto the response of PwC to the
disclosures set forth herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
The following exhibits are filed as part of this report:
Exhibit Number Description
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16.1 Letter from Pricewaterhouse Coopers LLP regarding
change in certifying accountant
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL DATACOMPUTER, INC.
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(Registrant)
January 15, 2003 by: /s/ John P. Ward
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John P. Ward
President