U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2004
UCN, INC.
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(Exact name of registrant as specified in its charter)
0-26917
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(Commission File No.)
Delaware 87-0528557
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
14870 Pony Express Road, Bluffdale, Utah 84065
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(Address of principal executive offices)
(801) 320-3300
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(Registrant's telephone number)
Buyers United, Inc.
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(Former name or address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
On the recommendation of the Audit Committee, the Board of Directors of
UCN, Inc. terminated the engagement of Crowe Chizek and Company LLC as UCN's
independent accountants on July 22, 2004.
In connection with its audits for the two most recent fiscal years and
through July 22, 2004, there were no disagreements with Crowe Chizek and Company
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not resolved
to their satisfaction would have caused them to make reference in connection
with their opinion to the subject matter of the disagreement.
The audit reports of Crowe Chizek and Company for the two most recent
fiscal years, did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or accounting
principles, except for the report of Crowe Chizek and Company on the financial
statements of UCN as of and for the year ended December 31, 2002, which
contained an explanatory paragraph stating that:
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has suffered recurring losses
from operations, deficit cash flows from operations, negative working
capital, and has a net capital deficiency. These results as reported in
the accompanying financial statements raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
In connection with its audits for the two most recent fiscal years and
through July 22, 2004, there were no reportable events (as defined in Regulation
S-K Item 304(a)(1)(v)).
UCN has requested that Crowe Chizek and Company furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of such letter, dated July 23,
2004 is filed as Exhibit 16 to this report.
UCN engaged Deloitte & Touche LLP as its new independent accountants as
of July 22, 2004. During the two most recent fiscal years and through the date
hereof, neither UCN nor any one on behalf of UCN has consulted with Deloitte &
Touche regarding the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on UCN's financial statements, or any other matters or
reportable events required to be disclosed under Items 304(a)(2)(i) and (ii) of
Regulation S-K.
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Item 5. Other Information
Annual Meeting of Stockholders
At the Annual Meeting of Stockholders held on June 29, 2004, the
stockholders voted on the following matters:
(1) Election of Theodore Stern, Gary Smith, Edward Dallin Bagley,
Steve Barnett, and Paul Jarman as directors of UCN to serve
until their successors are duly elected and qualified;
(2) Approve an amendment to the certificate of incorporation to
effect a name change from "Buyers United, Inc." to "UCN,
Inc."; and
(3) Approve the Employee Stock Purchase Plan.
Each of the foregoing matters was approved by the stockholders. The
number of votes cast on the foregoing matters is as follows:
For Against Abstain
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Election of Directors:
Theodore Stern 9,517,445 451,958 N/A
Gary Smith 9,949,195 20,208 N/A
Edward Dallin Bagley 9,949,196 20,207 N/A
Steve Barnett 9,517,696 451,707 N/A
Paul Jarman 9,949,196 20,207 N/A
Name Change to UCN, Inc. 9,967,823 1,440 140
Employee Stock Purchase Plan 6,263,233 506,447 54,374
Change in Board of Directors; Board Committees; Certain Director Options
On July 21, 2004, Edward Dallin Bagley and Gary Smith tendered their
resignations as directors of UCN. On July 22, 2004, the Board of Directors
accepted the resignations, adopted a resolution increasing the size of the Board
to six persons, and appointed Blake O. Fisher, Jr., Paul F. Koeppe, and James H.
Ozanne as directors of UCN. The following is biographical information on each of
the new directors.
Blake O. Fisher, Jr., age 60, has been providing management and
financial consulting to the telecommunications and utility industries since May
2002, including financial consulting to the USDA on Rural Utilities Service's
broadband program. From May 2004 to the present he has served as chief financial
officer for Fiber Utilities of Iowa, an entity that provides operation and
construction services to municipal utilities. From May 2002 to May 2004 he was
retired from business activities. From February 1996 to May 2002, he held senior
management positions with McLeodUSA, a telecommunications provider, initially as
Chief Financial Officer, then President of the company's Western region and as
Chief Development Officer.
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Paul F. Koeppe, age 54, is a director of Distributed Energy Systems
Corp., a company listed on the Nasdaq Stock Market engaged in the business of
creating and delivering innovative products and solutions to the energy
marketplace, and has served as a director since its acquisition of Northern
Power Systems, Inc. in December 2003. Mr. Koeppe became a director of Northern
Power Systems in 1998. Prior to his retirement in 2001, Mr. Koeppe served as
executive vice president of American Superconductor, an electricity solutions
company. Mr. Koeppe joined American Superconductor in 1997, in connection with
the acquisition of Superconductivity, Inc., a manufacturer of superconducting
magnetic energy storage systems, which Mr. Koeppe founded and served as
president. From 1993 to 1995, Mr. Koeppe was acting CEO and chairman of the
executive committee of the board of directors of Best Power, Inc., a supplier of
uninterruptible power supply packages.
James H. Ozanne, age 60, is a director of Distributed Energy Systems
Corp., and has served in that position since May 2003. From September 2002 to
May 2003 he served as a director of Proton Energy Systems, Inc., one of the
predecessors of Distributed Energy Systems. Mr. Ozanne has served as chairman of
Greenrange Partners, a venture capital investment company since 1996. He is also
Chairman of the Board of PECO Pallet; a privately owned start up company in the
grocery pallet rental business. Since May 2003, he has served as Chief
Restructuring Officer of Select Portfolio Servicing Inc.; a mortgage servicing
company owned by PMI Group and Financial Security Assurance.
Following the appointment of the new directors, the Board appointed
To the Audit Committee
Steve Barnett, Chairman
Blake O. Fisher, Jr.
James H. Ozanne
To the Compensation Committee
Paul F. Koeppe, Chairman
Steve Barnett
Blake O. Fisher, Jr.
The Board of Directors has determined that Steve Barnett, Blake O.
Fisher, Jr., and James H. Ozanne are "audit committee financial experts" as
defined in Item 401(h)(2) of Regulation S-K. Further, the Board has determined
that each of the members of the Audit Committee is "independent" under the
standard set forth in Rule 4350(d) of the Nasdaq Marketplace Rules.
Director Option Plan
On July 22, 2004, the Board of Directors terminated the Director Stock
Option Plan that was adopted in 2003.
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Item 7. Financial Statements and Exhibits
Financial Statements and Pro Forma Financial Information
Not applicable
Exhibits
Copies of the following documents are included as exhibits to this
report pursuant to Item 601 of Regulation S-K.
SEC Ref.
No Description of Document
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16.1 Letter from Crowe Chizek and Company LLC dated July 23, 2004
99.1 Press Release dated July 22, 2004
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.
UCN, INC.
Date: July 23, 2004 By: /s/ Paul Jarman, President
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