CLARIFY INC
8-K, 1999-08-30
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<PAGE>   1

                       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 23, 1999


                                  Clarify Inc.
               (Exact Name of Registrant as Specified in Charter)

                                     0-26776
                            (Commission File Number)

<TABLE>
<S>                                         <C>
         Delaware                                       77-0259235
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation)
</TABLE>

                              2560 Orchard Parkway
                           San Jose, California 95131
                    (Address of Principal Executive Offices)

                                 (408) 965-7000
              (Registrant's telephone number, including area code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>   2

Item 4.  Changes in Registrant's Certifying Accountant.

         (a)    Previous Independent Accountants.

                (i)   On August 23, 1999, PricewaterhouseCoopers L.L.P. resigned
                      as the independent public accountants of Clarify, Inc.
                      (the "Company"). Effective August 30, 1999, the Company
                      appointed Deloitte and Touche LLP as the Company's
                      independent public accountants.

                (ii)  The reports of PricewaterhouseCoopers L.L.P. on the
                      financial statements of the Company for each of 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 principles.

                (iii) During the Company's two most recent fiscal years and
                      through August 23, 1999, the Company has had no
                      disagreements with PricewaterhouseCoopers L.L.P. 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 L.L.P. 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.

                (iv)  During the Company's two most recent fiscal years and
                      through August 23, 1999, the Company has had no reportable
                      events (as defined in Item 304(a)(1)(v) of Regulation
                      S-K).

                (v)   The Company has requested that PricewaterhouseCoopers
                      L.L.P. furnish it with a letter addressed to the
                      Securities and Exchange Commission stating whether or not
                      it agrees with the statements made in subsections (i),
                      (ii), (iii) and (iv) above. A copy of such letter, dated
                      August 24, 1999, is filed as Exhibit 16 to this Form 8-K.

Item 7.  Exhibits.

<TABLE>
<CAPTION>
         Exhibit No.        Description
         -----------        -----------
            <S>             <C>
            16.1            Letter from PricewaterhouseCoopers L.L.P. dated
                            August 24, 1999.
</TABLE>


                                      -2-

<PAGE>   3

                                  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.

                                 Clarify Inc.



Date:  August 24, 1999           By: /s/ Jan Praisner
                                    -------------------------------------
                                    Jan Praisner
                                    Vice President of Finance and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




                                      -3-

<PAGE>   4

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.       Description of Document
- -----------       -----------------------
<S>               <C>
   16.1           Letter from PricewaterhouseCoopers L.L.P. dated
                  August 24, 1999.
</TABLE>


                                      -4-


<PAGE>   1

                                                                    Exhibit 16.1


                  [LETTERHEAD OF PRICEWATERHOUSECOOPERS L.L.P.]


August 24, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

     We have read the statements made by Clarify Inc. (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K report dated August 23, 1999. We agree with the
statements concerning our Firm in such Form 8-K.

                                       Very truly yours,

                                       /s/ PricewaterhouseCoopers L.L.P.
                                           ------------------------------
                                           PricewaterhouseCoopers L.L.P.


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