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): April 10, 2002
InterDigital Communications Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 1-11152 23-1882087
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
781 Third Avenue, King of Prussia, PA 19406
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 610-878-7800
Item 4. Changes in Registrant's Certifying Accountant.
On April 10, 2002, the Board of Directors of InterDigital Communications
Corporation (the "Company") made a determination to engage
PricewaterhouseCoopers LLP ("PwC") to serve as the Company's independent public
accountants for the fiscal year 2002 and no longer engage Arthur Andersen LLP
("Arthur Andersen") in such capacity. The determination was based upon the
recommendation of the Audit Committee, which evaluated PwC's experience and
expertise as well suited to the auditing and financial reporting needs of
InterDigital's business. The appointment of PwC is subject to shareholder
ratification at the Company's 2002 Annual Meeting of Shareholders scheduled to
be held on June 4, 2002.
Arthur Andersen's reports on the Company's consolidated financial
statements for each of the years ended December 31, 2001 and 2000 did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles. Arthur
Andersen's report on the Company's consolidated financial statements for the
year ended December 31, 2001 was filed on March 29, 2002 with the Company's
Annual Report on Form 10-K for the year ended December 31, 2001.
During the years ended December 31, 2001 and 2000 and through the filing
date of this Current Report on Form 8-K, there were no disagreements with Arthur
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Arthur Andersen's satisfaction, would have caused them to make reference to the
subject matter in connection with their report on the Company's consolidated
financial statements for such years; and there were no reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated
April 10, 2002, stating its agreement with such statements.
During the years ended December 31, 2001 and 2000 and through the filing
date of this Current Report on Form 8-K, the Company did not consult PwC with
respect to 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 Company's consolidated financial statements, or any other
matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of
Regulation S-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(16) Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated April 10, 2002.
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.
INTERDIGITAL COMMUNICATIONS CORPORATION
By: /s/ Richard J. Fagan
Executive Vice President and Chief Financial Officer
Dated: April 16, 2002
EXHIBIT INDEX
(16) Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated April 10, 2002.