content: <PAGE>
  
                         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 21, 2000
  
  
                                 Egghead.com, Inc.
                 (exact name of registrant as specified in charter)
  
                                     000-29184
                              (Commission file number)
  
  
  
             Delaware                                  77-0408319
     (state or other jurisdiction of         (I.R.S. Employer Identification No.)
            incorporation)
  
  
  
  
                                  1350 Willow Road
                            Menlo Park, California 94025
                      (address of principal executive offices)
  
                                   (650) 470-2400
                (registrant's telephone number, including area code)
  
                                         N/A
            (former name or former address, if changed since Last Report)
  <PAGE>
  
  Item 4.  Changes in Registrant's Certifying Accountant.
  
           (a)  Previous Independent Accountants.
                ---------------------------------
  
               (i) On August 21, 2000, Egghead.com, Inc. (the "Company") released
  PricewaterhouseCoopers LLP as the independent public accountants of the
  Company.
  
               (ii) The reports of PricewaterhouseCoopers LLP on the financial
  statements of the Company for each of the past two fiscal years, ended December
  31, 1998 and 1999, contained no adverse opinion or disclaimer of opinion and
  were not qualified or modified as to uncertainty, audit scope or accounting
  principles.
  
              (iii) The decision to change accountants was approved by the
  Company's Board of Directors on August 16, 2000.
  
               (iv) During the Company's two most recent fiscal years and through
  August 21, 2000, the Company has had no disagreements with
  PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers
  LLP would have caused it to make reference to the subject matter of the
  disagreement in its report on the financial statements of the Company for such
  years.
  
               (v)  During the Company's two most recent fiscal years and through
  August 21, 2000, the Company has had no reportable events (as defined in Item
  304(a)(1)(v) of Regulation S-K) except that in February 2000
  PricewaterhouseCoopers LLP reported to the Audit Committee two material control
  weaknesses of the Company. These were recommendations to the Company's Audit
  Committee and management that the Company establish policies and procedures to
  strengthen the controls surrounding processing of deferred revenue and related
  transactions on a timely basis, and establish and implement policies and
  procedures to pre-test changes to the Company's computer systems. The Company
  has approved those recommendations and taken corrective action, including the
  establishment of new procedures and the enhancement of existing procedures, and
  acquisition of new order management software, to ensure that deferred revenue
  and related transactions are reconciled timely and any material corrections are
  made. In addition, the Company has implemented policies and procedures requiring
  user testing of all material changes to computer systems prior to
  implementation, and intends to enhance its quality assurance procedures as well.
  
               (vi) The Company has requested that PricewaterhouseCoopers LLP
  furnish it with a letter addressed to the Securities and Exchange Commission
  stating whether or not it agrees with the statements made above. A copy of such
  letter, dated August 25, 2000, is filed as Exhibit 16 to this Form 8-K.
  
           (b)  Engagement of New Accountants.
                ------------------------------
  
               (i)  Deloitte & Touche LLP has been engaged by the Company as its
  new independent accountant to audit the Company's financial statements,
  effective as of August 25, 2000 .
  
              (ii)  Prior to the engagement of Deloitte & Touche LLP, the Company
  had not consulted with Deloitte & Touche LLP during its two most recent fiscal
  years and through the date of this report in any matter regarding: (A) either
  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 financial statements, and neither was a written report provided to
  the Company nor was oral advice provided that Deloitte & Touche LLP concluded
  was an important factor considered by the Company
  <PAGE>
  
  in reaching a decision as to the accounting, auditing or financial reporting
  issue, or (B) the subject of either a disagreement or a reportable event
  described in Paragraph (a) (v) above.
  
  
  Item 7.  Exhibits.
  
           Exhibit No.   Description
           ----------    -----------
  
             16.1        Letter from PricewaterhouseCoopers LLP dated
                         August 25, 2000.
  <PAGE>
  
                                     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.
  
                                   Egghead.com, Inc.
  
  
  Date:  August 25, 2000           By:  /s/ John E. Labbett
                                        -------------------------------------
                                        John E. Labbett
                                        Executive Vice President,
                                        Chief Financial Officer
                                        (Principal Financial and Accounting
                                        Officer)
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  
  Exhibit No.  Description of Document
  ----------   -----------------------
  
    16.1       Letter from PricewaterhouseCoopers LLP dated August 25, 2000.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K", "secsgml_size_bytes": 6289}]
metadata_filer: {"company-data": {"conformed-name": "EGGHEAD COM INC/DE", "cik": "0001026506", "assigned-sic": "5961", "irs-number": "770408319", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-29184", "film-number": "710546"}, "business-address": {"street1": "1350 WILLOW ROAD", "street2": "SUITE 100", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "6504702400"}, "mail-address": {"street1": "1350 WILLOW ROAD", "city": "MENLO PARK", "state": "CA", "zip": "94025"}, "former-company": [{"former-conformed-name": "ONSALE INC", "date-changed": "19961216"}, {"former-conformed-name": "ONSALE", "date-changed": "19961216"}]}
text: 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 21, 2000
  
                                 Egghead.com, Inc.
                 (exact name of registrant as specified in charter)
  
                                     000-29184
                              (Commission file number)
  
             Delaware                                  77-0408319
     (state or other jurisdiction of         (I.R.S. Employer Identification No.)
            incorporation)
  
                                  1350 Willow Road
                            Menlo Park, California 94025
                      (address of principal executive offices)
  
                                   (650) 470-2400
                (registrant's telephone number, including area code)
  
                                         N/A
            (former name or former address, if changed since Last Report)
  Item 4.  Changes in Registrant's Certifying Accountant.
  
           (a)  Previous Independent Accountants.
                ---------------------------------
  
               (i) On August 21, 2000, Egghead.com, Inc. (the "Company") released
  PricewaterhouseCoopers LLP as the independent public accountants of the
  Company.
  
               (ii) The reports of PricewaterhouseCoopers LLP on the financial
  statements of the Company for each of the past two fiscal years, ended December
  31, 1998 and 1999, contained no adverse opinion or disclaimer of opinion and
  were not qualified or modified as to uncertainty, audit scope or accounting
  principles.
  
              (iii) The decision to change accountants was approved by the
  Company's Board of Directors on August 16, 2000.
  
               (iv) During the Company's two most recent fiscal years and through
  August 21, 2000, the Company has had no disagreements with
  PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers
  LLP would have caused it to make reference to the subject matter of the
  disagreement in its report on the financial statements of the Company for such
  years.
  
               (v)  During the Company's two most recent fiscal years and through
  August 21, 2000, the Company has had no reportable events (as defined in Item
  304(a)(1)(v) of Regulation S-K) except that in February 2000
  PricewaterhouseCoopers LLP reported to the Audit Committee two material control
  weaknesses of the Company. These were recommendations to the Company's Audit
  Committee and management that the Company establish policies and procedures to
  strengthen the controls surrounding processing of deferred revenue and related
  transactions on a timely basis, and establish and implement policies and
  procedures to pre-test changes to the Company's computer systems. The Company
  has approved those recommendations and taken corrective action, including the
  establishment of new procedures and the enhancement of existing procedures, and
  acquisition of new order management software, to ensure that deferred revenue
  and related transactions are reconciled timely and any material corrections are
  made. In addition, the Company has implemented policies and procedures requiring
  user testing of all material changes to computer systems prior to
  implementation, and intends to enhance its quality assurance procedures as well.
  
               (vi) The Company has requested that PricewaterhouseCoopers LLP
  furnish it with a letter addressed to the Securities and Exchange Commission
  stating whether or not it agrees with the statements made above. A copy of such
  letter, dated August 25, 2000, is filed as Exhibit 16 to this Form 8-K.
  
           (b)  Engagement of New Accountants.
                ------------------------------
  
               (i)  Deloitte & Touche LLP has been engaged by the Company as its
  new independent accountant to audit the Company's financial statements,
  effective as of August 25, 2000 .
  
              (ii)  Prior to the engagement of Deloitte & Touche LLP, the Company
  had not consulted with Deloitte & Touche LLP during its two most recent fiscal
  years and through the date of this report in any matter regarding: (A) either
  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 financial statements, and neither was a written report provided to
  the Company nor was oral advice provided that Deloitte & Touche LLP concluded
  was an important factor considered by the Company
  in reaching a decision as to the accounting, auditing or financial reporting
  issue, or (B) the subject of either a disagreement or a reportable event
  described in Paragraph (a) (v) above.
  
  Item 7.  Exhibits.
  
           Exhibit No.   Description
           ----------    -----------
  
             16.1        Letter from PricewaterhouseCoopers LLP dated
                         August 25, 2000.
  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.
  
                                   Egghead.com, Inc.
  
  Date:  August 25, 2000           By:  /s/ John E. Labbett
                                        -------------------------------------
                                        John E. Labbett
                                        Executive Vice President,
                                        Chief Financial Officer
                                        (Principal Financial and Accounting
                                        Officer)
  EXHIBIT INDEX
  
  Exhibit No.  Description of Document
  ----------   -----------------------
  
    16.1       Letter from PricewaterhouseCoopers LLP dated August 25, 2000.