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):
October 15, 1998
Saville Systems PLC
(Exact name of registrant as specified in its charter)
Commission File Number 0-27176
Republic of Ireland
(State or other jurisdiction of incorporation or organization)
Not Applicable
(I.R.S. Employer Identification No.)
IDA Business Park, Dangan, Galway, Ireland
(Address of principal executive offices, including zip code)
011-353-9-152-6611
(Registrant's telephone number, including area code)
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Item 4. Changes In Registrant's Certifying Accountant
On October 15, 1998, Ernst & Young ("Ernst & Young") informed Saville Systems
PLC (the "Registrant") that it was resigning as the Registrant's independent
auditors and principal accountants. The reason given by Ernst & Young for its
resignation was the existence of certain mutual business opportunities on which
both Ernst & Young and the Registrant desire to collaborate which affect Ernst &
Young's independence with respect to the Registrant. Ernst & Young's report on
Saville's financial statements during the two most recent fiscal years and all
subsequent interim periods preceding the date hereof contained no adverse
opinion or a disclaimer of opinions, and was not qualified as to uncertainty,
audit scope or accounting principles. The decision to accept Ernst & Young's
resignation was made by the Board of Directors of the Registrant.
During the Registrant's two most recent fiscal years and the subsequent interim
period immediately preceding the date of the resignation of Ernst & Young, the
Registrant had no disagreements with Ernst & Young on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of Ernst &
Young, would have caused Ernst & Young to make a reference to the subject matter
of the disagreement in connection with its reports. None of the "reportable
events" listed in Item 304 (a) (1) (ii) of Regulation S-K under the Securities
Exchange Act of 1934 occurred with respect to the Registrant within the last two
fiscal years and the subsequent interim period to the date hereof.
The Registrant has requested that Ernst & Young furnish it with a letter
addressed to the Commission stating whether it agrees with the statements set
forth above. A copy of this letter is filed as Exhibit 16 to this Current Report
on Form 8-K.
Effective October 22, 1998, the Registrant engaged PricewaterhouseCoopers
("PwC") as its principal accountants and independent auditors to replace Ernst &
Young. The decision to engage PwC was made by the Board of Directors of the
Registrant. During the last two fiscal years and the subsequent interim period
to the date hereof, neither the Registrant nor anyone on its behalf consulted
PwC regarding the application of accounting principles to a specific completed
or contemplated transaction, or the type of audit opinion that might be rendered
on the Registrant's Financial statements, and no written or oral advice
concerning the same was provided to the Registrant that was an important factor
considered by the Registrant in reaching a decision as to any accounting,
auditing or financial reporting issue.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
The exhibits listed in the Exhibit Index filed as part of this report are filed
as part of or are included in this report.
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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 thereunto duly authorized.
SAVILLE SYSTEMS PLC
(Registrant)
Date: October 22, 1998 By: /s/ Christopher A. Hanson
----------------------- -------------------------
Christopher A. Hanson
Chief Financial Officer
(Principal Financial and Accounting Officer)
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SAVILLE SYSTEMS PLC
FORM 8-K REPORT
INDEX TO EXHIBITS
Exhibit No. Description
16 Letter re Change in Certifying Accountant
99 Resignation Letter of Ernst & Young
<PAGE>
EXHIBIT 16
[LETTERHEAD OF ERNST & YOUNG APPEARS HERE]
October 22, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 on page 2 of Form 8-K dated October 22, 1998 of Saville
Systems PLC and are in agreement with the statements contained in the first and
second paragraph as they relate to Ernst & Young. We have no basis to agree or
disagree with other statements of the registrant contained therein.
/s/ Ernst & Young
<PAGE>
EXHIBIT 99
[LETTERHEAD OF ERNST & YOUNG APPEARS HERE]
October 15, 1998
Mr. Christopher A. Hanson
Chief Financial Officer
Saville Systems PLC
One Van de Graaff Drive
Burlington, MA 01803
Dear Mr. Hanson:
This is to confirm that the client-auditor relationship between Saville Systems
PLC (Commission File Number 0-27176) and Ernst & Young has ceased.
Yours faithfully,
/s/ Ernst & Young
cc: Office of the Chief Accountant
SECPS letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
