Xybernaut Corp · 8-K · For 9/13/99

Filed On 9/17/99   ·   SEC File 0-21013   ·   Accession Number 910680-99-292

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Xybernaut Corporation Form 8-K                         4     16K 
 2: EX-16       Ltr Re Change in Accountant                            1      5K 

8-K   —   Xybernaut Corporation Form 8-K
Document Table of Contents

8-K
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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): SEPTEMBER 13, 1999

 XYBERNAUT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

   DELAWARE0           2101354               1799851
(STATE OR OTHER JURISDICTION     (COMMISSION          (IRS EMPLOYER         
OF INCORPORATION)                FILE NUMBER)       IDENTIFICATION NUMBER)

12701 FAIRLAKES CIRCLE - SUITE 550
 FAIRFAX, VA 22033
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 631-6925

NOT APPLICABLE
 (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

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ITEM 4.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT                           

(A)  PREVIOUS INDEPENDENT ACCOUNTANT                                            

(i) On September 13, 1999, Xybernaut Corporation (the "Registrant") dismissed   
PricewaterhouseCoopers LLP as its independent accountant. The decision to       
dismiss PricewaterhouseCoopers LLP was approved by the Audit Committee and the  
Board of Directors of the Registrant.                                           

(ii) PricewaterhouseCoopers LLP reports on the Registrant's financial statements
for the years ended December 31 1998 and 1997 did not contain an adverse opinion
or a disclaimer of opinion, and were not qualified or modified as to audit scope
or accounting principle. However, such reports contained an explanatory         
paragraph relating to the Company's ability to continue as a going concern.     

(iii) In connection with the audits of the financial statements of the          
Registrant for the years ended December 31, 1998 and 1997, and for the period   
from January 1, 1999 through September 13,1999, the Registrant had no           
disagreements with PricewaterhouseCoopers LLP on matters of accounting          
principles or practices, financial statement disclosure, or auditing scope or   
procedure, which disagreements, if not resolved to the satisfaction of          
PricewaterhouseCoopers, would have caused them to make reference to such        
disagreements in their report on the Registrant's financial statements for such 
years.                                                                          

(iv) During the years ended December 31, 1998 and 1997 and the period from      
January 1, 1999 through September 13, 1999, there have been no reportable events
(as defined in Regulation S-K item 304(a)(i)(v)), except that the               
PricewaterhouseCoopers LLP Report to the Audit Committee Regarding              
Recommendations to Management for the year ended December 31, 1998 included a   
material weakness related to the Company's policies and procedures for the      
recognition of revenue during the year ended December 31, 1998. In summary, the 
recommendation noted that during the fourth quarter of 1998, the Registrant     
recorded approximately $1,000,000 in revenue related to shipments to            
distributors. However, based upon further review of the terms and conditions in 
the underlying documents and further review of the accounting principles        
relating to revenue recognition for such shipments, the Registrant reversed     
approximately $700,000 of revenue in the fourth quarter on certain of these     
transactions. Revenue related to these units will be recognized when the units  
are paid for by the re-seller or sold by the re-seller to an end user. The      
Registrant has since revised its policies and procedures for the recognition of 
revenue in accordance with the recommendation of PricewaterhouseCoopers LLP and 
the Registrant's management is of the opinion that the material weakness noted  
by PricewaterhouseCoopers LLP has been corrected and that a material weakness no
longer exists in this regard.                                                   

(v) The Registrant has requested that PricewaterhouseCoopers LLP furnish it with
a letter addressed to the SEC stating whether or not it agrees with the         
statements contained in this Item 4(A). A copy of that letter, dated September  
17, 1999, is filed as Exhibit 16 to this Form 8-K and incorporated herein by    
reference.                                                                      

(B) NEW INDEPENDENT ACCOUNTANT                                                  

  The Registrant engaged Grant Thornton LLP as its new independent
accountant as of September 13, 1999. The decision to engage Grant Thornton LLP  
was approved by the Audit Committee and Board of Directors of the Registrant.   

ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)  Exhibits.                                                

                  16. Letter, dated September 17, 1999, concerning the change in
the Registrant's Certifying Accountant.                                         

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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.                                           

                                 XYBERNAUT CORPORATION

Date:  September 17, 1999                     By:   /s/ John F. Moynahan        
                                                    ----------------------------
                                        John F. Moynahan
                                                 Senior Vice President and
                                               Chief Financial Officer

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 EXHIBIT INDEX

Exhibit                          Description                                    
-------                          -----------                                    

  16.             Letter, dated September 17, 1999, concerning the change in the
Registrant's Certifying Accountant.         

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
		12/31/97		2					10KSB40
		12/31/98		2					10KSB40, NT 10-K
		1/1/99		2					4, 5
For The Period Ended		9/13/99		1		2
Filed On / Filed As Of		9/17/99		2		4
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