UNITED STATES
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)
August 18, 2004
NTN Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-11460 31-1103425
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5966 La Place Court, Carlsbad, California 92008
(Address of principal executive offices) (Zip Code)
(760) 438-7400
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 4.01. Changes in Registrant's Certifying Accountant
Effective August 18, 2004, NTN Communications, Inc. ("NTN") dismissed KPMG
LLP ("KPMG"), which had previously served as NTN's independent accountants, and
engaged Haskell & White, LLP ("H&W") as its new independent accountants. The
Audit Committee of NTN's Board of Directors recommended that NTN change audit
firms, directed the process of review of candidate firms to replace KPMG and
made the final decision to engage H&W. The primary reason for this decision was
one of economics.
The reports of KPMG on the financial statements of NTN for the past two
fiscal 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 NTN for the two most recent fiscal years
and through August 18, 2004, there were no disagreements with KPMG 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 KPMG, would have caused KPMG to make reference thereto in their
report on the financial statements for such years.
NTN has furnished to KPMG the statements made in this Item 4. Attached as
Exhibit 16.1 to this Form 8-K is KPMG's letter to the Commission, dated August
20, 2004, regarding these statements.
During the two most recent fiscal years and through August 18, 2004, NTN
has not consulted with H&W on any matter that (i) involved the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on NTN's financial
statements, in each case where a written report was provided or oral advice was
provided that H&W concluded was an important factor considered by NTN in
reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) 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.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
Exhibit Description
Number
------------- ------------------------------------------------------------------
16.1 Letter, dated August 20, 2004, from KPMG to the Securities and
Exchange Commission regarding change in certifying accountant of
NTN.
2
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 hereunto duly authorized.
NTN COMMUNICATIONS, INC.
August 23, 2004 /s/ James B. Frakes
-------------------------------------
James B. Frakes
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter, dated August 20, 2004, from KPMG to the Securities and
Exchange Commission regarding change in certifying accountant of NTN.