UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 17, 2003
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LIQUID AUDIO, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-25977 77-0421089
(State or other jurisdiction of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
800 Chesapeake Drive
Redwood, California 94063
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (650) 549-2000
Item 4. Changes in Registrant's Certifying Accountant.
(i) On April 17, 2003, PricewaterhouseCoopers LLP ("PwC") resigned as the
independent auditors of Liquid Audio, Inc. (the "Company").
(ii) PwC's reports on the financial statements of the Company for the
years ended December 31, 2001 and 2002 did not contain an adverse
opinion or a disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
(iii) During the years ended December 31, 2001 and 2002 and through April
17, 2003, there were no disagreements between the Company and PwC on
any matter of accounting principles or practices, financial statement
disclosure, auditing scope or procedure which, if not resolved to the
satisfaction of PwC, would have caused PwC to make reference to the
subject mater of the disagreement with its report.
(iv) During the two most recent fiscal years and through April 17, 2003,
there have been no reportable events (as defined in Regulation S-K
304(a)(1)(v)).
(v) On April 23, 2003, PwC provided a letter addressed to the Securities
and Exchange Commission stating whether PwC agrees with the above
statements and, if not, stating the respects in which PwC does not
agree. A copy of this letter is filed as an exhibit to this current
report on Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16.1 Letter dated April 23, 2003, from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Liquid Audio, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 24, 2003 LIQUID AUDIO, INC.
By: /s/ Melvyn Brunt
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Melvyn Brunt
Chief Financial Officer