UNITED STATES
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
(Date of earliest event reported): October 12, 2005
FIRST VIRTUAL COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-23305 77-0357037
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation
or organization)
303 Twin Dolphin Drive, Sixth Floor
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Redwood City, California 94065
(Address of principal executive offices) (Zip code)
(650) 632-4581
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(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
|_| Written Communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Table of Contents
TABLE OF CONTENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 3
SIGNATURES 4
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Table of Contents
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ITEM 4.01 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a) Previous independent registered public accountants
(i) On October 12, 2005, First Virtual Communications, Inc. (the
"Company") and the Unsecured Creditors' Committee approved the
dismissal of PricewaterhouseCoopers LLP ("PwC") as the Company's
independent registered public accounting firm effective October 12,
2005. PwC was informed of its dismissal by the Company on Dec. 5,
2005.
(ii) During the period from Jan. 1, 2002 through October 12, 2005, there
were 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, which reports were discussed in
the Item 4.02 Form 8-K described below. During the period from Jan.
1, 2002 through October 12, 2005 there were no reportable events (as
defined in Regulation S-K Item 304(a)(1)(v)). It should be noted that
on November 19, 2004, the Company filed a Form 8-K with the United
States Securities and Exchange Commission ("SEC") and stated under
Item 4.02 that the Company's audit committee identified certain sales
transactions that were not appropriately accounted for, including
primarily transactions with one U.S. customer where revenue was
recognized prematurely for certain sales transactions. The audit
committee determined on November 15, 2004 that, as a result of the
errors involving this one U.S. customer, it would be necessary to
restate the Company's financial results for the years ended December
31, 2001, 2002 and 2003. In connection with the restatement of the
financial results for each of these years, the interim financial
results for the quarters ended March 31, June 30, September 30 and
December 31 of each of these years would also be restated.
Accordingly, the Company disclosed that reliance should no longer be
placed on the financial statements for those interim and annual
periods. To date, such restated financial statements have not been
filed by the Company with the SEC. PricewaterhouseCoopers LLP has not
reported on, or performed procedures in connection with, financial
statements of the Company as of any date or for any period after
December 31, 2003 and has not reported on or performed any procedures
with respect to the financial statements discussed in the Item 4.02
Form 8-K described above.
(iii) The Company requested that PricewaterhouseCoopers LLP furnish a
letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated December 19, 2005, is
filed as Exhibit 16.1 to this Form 8-K.
(b) New independent registered public accountants
(i) Effective as of October 12, 2005, the Company engaged Squar, Milner,
Reehl & Williamson, LLP ("Squar Milner") as its new independent
registered public accountants. The decision to engage Squar Milner
was made and approved by the Chief Restructuring Officer and the
Unsecured Creditors' Committee.
(ii) During the two most recent fiscal years and through October 12, 2005,
First Virtual Communications ("FVC") has not consulted with Squar
Milner 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 FVC financial
statements; or (ii) any matter that was either 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 described in Item 304
(a)(1)(v) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: December 19, 2005 FIRST VIRTUAL COMMUNICATIONS, INC.
By: /s/ Gregory Sterling
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Gregory Sterling
Chief Restructuring Officer
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