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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 ACT OF 1934
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Date of Report (Date of earliest event reported): February 23, 2000
AXENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-28100 87-0393420
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
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2400 Research Boulevard, Suite 200 Rockville, Maryland 20850
(Address of principal executive offices) (Zip)
Registrant's telephone number including area code: (301) 258-5043
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Item 4. Change in Registrant's Certifying Accountant.
On February 23, 2000, management of AXENT Technologies, Inc. (the "Company")
dismissed PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as its auditors
after the Office of Chief Accountant of the Securities and Exchange Commission
advised that it could not concur that PricewaterhouseCoopers met requirements
for "independence" in order to audit the Company's consolidated financial
statements at December 31, 1999 and for the year then ended. It recently came
to the Company's attention that the extent of bookkeeping and payroll services
provided by several overseas firms affiliated with PricewaterhouseCoopers to
certain of the Company's foreign sales offices exceeded the amount of such
services allowed under the SEC's independence policies. On February 23, 2000,
management of the Company engaged Ernst & Young LLP as its independent public
accountants to audit the Company's consolidated financial statements at December
31, 1999 and for the year then ended. The dismissal of PricewaterhouseCoopers
and the engaging of Ernst & Young have been approved by the Audit Committee.
In connection with the audits for the two most recent fiscal years and through
the date of this Form 8-K, there has been no disagreement on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
PricewaterhouseCoopers, would have caused it to make reference in connection
with its report on the Company's financial statements to the subject matter of
the disagreement. The reports of PricewaterhouseCoopers on the Company's
financial statements for the years ended December 31, 1997 and December 31, 1998
did not contain an adverse opinion or a disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years and through the date of this Form 8-K,
there were no "reportable events" within the meaning of Item 304(a)(1)(v) of
Regulation S-K promulgated under the Securities Act of 1933.
PricewaterhouseCoopers has provided the Company with a letter addressed to the
SEC, as required by Item 304(a)(3) of Regulation S-K, so that the Company can
file such letter with the SEC.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
16 Letter from PricewaterhouseCoopers LLP regarding change in
certifying independent accountant.
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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.
AXENT TECHNOLOGIES, INC.
Dated: February 28, 2000
By: /s/ Robert B. Edwards, Jr.
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Name: Robert B. Edwards, Jr.
Title: Chief Financial Officer
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EXHIBIT 16
[PrcewaterhouseCoopers LLP letterhead]
February 28, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Commissioners:
We have read the statements made by AXENT Technologies, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, (1) as part of the Company's Form 8-K report dated February 28, 2000.
We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
