SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 14, 1999
LEGACY SOFTWARE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-28330 95-4561156
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5757 West Century Boulevard, Suite 700
Los Angeles, California 90045
(Address of Principal Executive Offices)
(310) 348-7266
(Registrant's Telephone Number)
None
(Former Name of Registrant)
5340 Alla Road
Los Angeles, California 90066
(Address of Former Principal Executive Offices)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On January 14, 1999, BDO Seidman, LLP ("Seidman") resigned as independent
public accountants of Legacy Software, Inc., a Delaware corporation (the
"Company"), and notified the Company that the client-auditor relationship
between the Company and Seidman had ceased.
Seidman audited the financial statements of the Company as of December 31,
1996 and December 31, 1997, and the related statements of operations,
stockholders' equity and cash flows for the years ended December 31, 1996 and
December 31, 1997 (collectively, the "Financial Statements"). Seidman's reports
on the Financial Statements for the past two years did not contain an adverse
opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles, other than the substantial
doubt that the Company will continue as a going concern for the Fiscal Year
Ended December 31, 1997.
On March 12, 1998, Seidman stated that its opinion of the Company's
Financial Statements for the Fiscal Year Ended December 31, 1997 was prepared
assuming that the Company will continue as a going concern, and that there was
substantial doubt as to the Company's ability to continue as a going concern.
The basis for the substantial doubt as to the Company's ability to continue as a
going concern was that the Company had never achieved operating profits, and, in
addition, had negative working capital, minimal cash, significant indebtedness
and liquidity problems.
During the course of the relationship with Seidman, there were no
disagreements with Seidman on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures which
disagreements, if not resolved to the satisfaction of Seidman, would have caused
Seidman to make reference to the subject matter of the disagreement(s) in their
reports.
The Company has requested that Seidman deliver to the Company a letter
addressed to the Commission stating whether it agrees with the above statements.
A copy of that letter, dated January 21, 1999, is filed as Exhibit 16 with this
Form 8-K.
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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.
January 21, 1999 LEGACY SOFTWARE, INC.
By: /s/ EUGENE A. ROSOV
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Eugene A. Rosov
President
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EXHIBIT INDEX
Exhibits
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16 Letter of BDO Seidman, LLP dated as of January 21, 1999.
EXHIBIT 16
[Letterhead of BDO Seidman, LLP]
January 21, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of the Form 8-K dated January 21, 1999, of Legacy Software,
Inc. and are in agreement with the statements contained therein.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
