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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 1, 1998
ULTRADATA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-27468 94-2746681
(Commission File Number) (I.R.S. Employer Identification Number)
5000 FRANKLIN DRIVE, PLEASANTON, CALIFORNIA 94588-3354
(Address of Principal Executive Offices) (Zip Code)
(925) 463-8356
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
KPMG Peat Marwick LLP was previously the principal accountants for ULTRADATA
Corporation (the "Company"). On April 1, 1998, that firm's appointment as
principal accountants was terminated and Deloitte and Touche LLP was engaged as
principal accountants. The decision to change accountants was approved by the
Company's Board of Directors.
In connection with the audits of the two fiscal years ended December 31,
1997, and the subsequent interim period through April 1, 1998, there were no
disagreements between the Company and KPMG Peat Marwick 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
KPMG Peat Marwick LLP, would have caused it to make a reference to the subject
matter of the disagreement. Further, during this period there were no
"reportable events," as the term is used in Regulation S-K, Item 304, except as
follows.
In connection with the audit of the Company's 1996 financial statements, KPMG
Peat Marwick LLP identified certain "reportable conditions" relating to
material weaknesses in the Company's internal controls. With respect to the
Company's process for new product releases, KPMG Peat Marwick LLP noted material
weaknesses in its field testing procedures and customer communication, resulting
in installation delays, aging of receivables, unbilled revenues and the shipment
of products in advance of the Company's capacity to install on a timely basis
resulting in a significant increase in unbilled revenues. Material weaknesses
were also identified in the Company's procedures for timely analyzing customer
balances and estimating the overall cost of training and installation
obligations and the cost to complete at any particular time. These material
weaknesses were exacerbated by inefficiencies in the Company's accounting
system.
As a result of these material weaknesses in the Company's accounting system,
KPMG Peat Marwick LLP expressed significant concerns about the Company's ability
to report timely, accurate financial information in the future. The Audit
Committee of the Company's Board of Directors discussed the subject matter of
the noted material weaknesses with KPMG Peat Marwick LLP. Furthermore, as a
result of these material weaknesses, KPMG Peat Marwick LLP significantly
expanded the scope of their testwork over revenue recognition in 1996.
Significant audit differences were posted in 1996 and 1997.
The Company has authorized KPMG Peat Marwick LLP to respond fully to the
inquiries of Deloitte & Touche LLP concerning the subject matter of the noted
material weaknesses. During the last two fiscal years and the subsequent
interim period preceding the date hereof, the Company did not consult Deloitte &
Touche LLP regarding any of the matters or events set forth in Item 304
(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. Exhibits
(c) The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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16.01 Letter from KPMG Peat Marwick LLP regarding its
concurrence with the statements made by the Company in
this current report on Form 8-K concerning the
dismissal of KPMG Peat Marwick LLP. (To be filed within
10 days of 8-K filing.)
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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 hereunto duly authorized.
Dated: April 8, 1998 ULTRADATA CORPORATION
By: /s/ Robert J. Majteles
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Robert J. Majteles,
President and Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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16.01 Letter from KPMG Peat Marwick LLP regarding its
concurrence with the statements made by the Company in
this current report on Form 8-K concerning the
dismissal of KPMG Peat Marwick LLP. (To be filed within
10 days of 8-K filing.)
