ASPECT DEVELOPMENT INC
8-K, 1998-11-16
PREPACKAGED SOFTWARE
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<PAGE>
 
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC  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):  NOVEMBER 12, 1998
                                        


                          ASPECT DEVELOPMENT, INC.
           (Exact name of registrant as specified in its charter)



         DELAWARE                   0-20749                  25-1622857
(State or other jurisdiction   (Commission File No.)       (IRS Employer 
     of incorporation)                                   Identification No.)


                            1300 CHARLESTON ROAD
                           MOUNTAIN VIEW, CA 94043
            (Address of principal executive offices and zip code)
                                        
 
     Registrant's telephone number, including area code: (650) 428-2700
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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT


Effective November 12, 1998, Ernst & Young LLP has resigned as the Registrant's
independent auditors. In connection with the audits of the Company's financial
statements for each of the two fiscal years ended December 31, 1997 and in the
subsequent interim period, there were no disagreements with Ernst & Young LLP on
any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to make
reference to the matter in their report.  The reports of Ernst & Young LLP for
the past two years did not contain an adverse opinion or a disclaimer of opinion
and these reports were not qualified or modified as to uncertainty, audit scope,
or accounting principles.

In November 1997, the Registrant merged with CADIS, Inc., ("CADIS") in a
transaction that was accounted for as a pooling of interests.  The financial
statements of CADIS as of December 31, 1997 and 1996, and for each of the three
years in the period ended December 31, 1997, were audited by Arthur Andersen LLP
as indicated in their report dated January 20, 1998 and included in the
Registrant's Annual Report on Form 10-KSB.

Effective November 13, 1998, the Registrant has engaged Arthur Andersen LLP to
audit the Registrant's consolidated financial statements for the fiscal year
ending December 31, 1998.  The engagement of Arthur Andersen LLP has been
approved by the Board of Directors of the Registrant.

The Registrant has requested that Ernst & Young, LLP furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements.  Such letter is filed as Exhibit 16.1 hereto.


ITEM 7.  EXHIBITS

Exhibit 16.1  LETTER RE: CHANGE IN CERTIFYING ACCOUNTANT

<PAGE>
 
                                 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 hereto duly authorized.


                                   Aspect Development, Inc.



November 16, 1998                   /s/ David S. Dury
                                   --------------------------------------------
                                   David S. Dury
                                   Vice President and Chief Financial Officer
                                   (Principal Financial and Accounting Officer)

<PAGE>

                                                                    EXHIBIT 16.1

November 12, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Gentlemen,

We have read Item 4 of Form 8-K dated November 12, 1998, of Aspect Development,
Inc. and are in agreement with the statements contained in the first paragraph
on page 2 therein.  We have no basis to agree or disagree with other statements
of the registrant contained therein.



                                            /s/ Ernst & Young LLP



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