SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANCE ACT OF 1934
Date of Report (Date of earliest event reported) July 19, 1999.
CYLINK CORPORATION
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(Exact name of registrant as specified in its charter)
California 95-3891600
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
0-27742
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(Commission File Number)
910 Hermosa Court, Sunnyvale, California 94086
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 735-5800
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NONE
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(Former name, former address and former fiscal year, if applicable)
<PAGE>
Item 4. Changes In Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On July 12, 1999, Cylink dismissed PricewaterhouseCoopers LLP,
which had previously served as Cylink's independent accountants, and
engaged Deloitte & Touche LLP as its new independent accountants.
(ii) The reports of PricewaterhouseCoopers LLP on the financial
statements for the past two fiscal years of Cylink contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principle.
(iii) The Audit Committee of Cylink's Board of Directors participated
in and approved the decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years
and through July 12, 1999, there were 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 PricewaterhouseCoopers
LLP to make reference thereto in their report on the financial
statements for such years.
(v) During the two most recent fiscal years and through July 12, 1999,
there were no reportable events as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
(vi) Cylink has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the Commission stating whether or not it
agrees with the above statements. A copy of such letter, dated July 19,
1999, is filed as Exhibit 16.1 to this Form 8-K.
(b) New independent accountants
As stated above, Cylink engaged Deloitte & Touche LLP as its new
independent accountants as of July 12, 1999. The Audit Committee of
Cylink's Board of Directors approved such engagement on June 21, 1999.
(i) In October 1998, Wilson Sonsini Goodrich & Rosati, outside counsel
to Cylink, retained Deloitte & Touche LLP to assist Wilson Sonsini
Goodrich & Rosati in a review of Cylink's prior revenue recognition
practices. In conjunction with that engagement, Deloitte & Touche LLP
provided oral and written advice to assist Wilson Sonsini Goodrich &
Rosati and the Audit Committee regarding matters relating to such
revenue recognition practices.
(ii) During the two most recent fiscal years and through July 12, 1999,
Cylink has not consulted with Deloitte & Touche LLP on any matter that
was either the subject of a disagreement, as that term is defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K, or a reportable event, as that term is
defined in Item 304(a)(1)(v) of Regulation S-K.
2
<PAGE>
Item 7. Exhibits
Exhibit
Number Description
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16.1 Letter from PricewaterhouseCoopers LLP regarding change in
certifying accountant.
99 Press Release: Cylink appoints Deloitte & Touche as independent
accountants
3
<PAGE>
SIGNATURE
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.
CYLINK CORPORATION
Date: July 19, 1999 By: /s/ Roger A. Barnes
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Roger A. Barnes
Vice President and Chief
Financial Officer
4
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
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16.1 Letter from PricewaterhouseCoopers LLP regarding change in
certifying accountant.
99 Press Release: Cylink appoints Deloitte & Touche as independent
accountants
5
[PricewaterhouseCoopers LLP Letterhead]
July 19, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Cylink Corporation (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 July 19, 1999. We agree with the
statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
For Immediate Release
Contacts:
Roger A. Barnes Howard Kalt
Chief Financial Officer Principal
Cylink Corp. Kalt Rosen Chase & Co.
408/328-5125 415/397-2686
CYLINK CORP. APPOINTS DELOITTE & TOUCHE
AS INDEPENDENT ACCOUNTANTS
SUNNYVALE, Ca., July 19, 1999--Cylink Corporation (NASDAQ: CYLK) announced
today that it has filed a Form 8-K reporting that it has retained Deloitte &
Touche LLP as its independent accounting firm, and Cylink's dismissal of
PricewaterhouseCoopers LLP.
"This change of independent accountants was approved by the Audit Committee
of Cylink's Board of Directors and does not reflect any disagreements with
PricewaterhouseCoopers LLP over matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure," said Roger A.
Barnes, Cylink's Chief Financial Officer.
About Cylink Corporation
Cylink Corporation develops, markets and supports a comprehensive family of
secure electronic commerce and communications solutions that protect and manage
the access, privacy and integrity of information. Founded in 1983, the Company
was one of the first to market a security solution protecting an entire
communications session by using public key cryptography. Cylink and its wholly
owned subsidiaries serve Fortune 500 companies, multinational financial
institutions, and government agencies worldwide. For more information, visit the
Company's web site at http://www.cylink.com.
