<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): DECEMBER 13, 1999
FLEXIINTERNATIONAL SOFTWARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-23453 06-1309427
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation or Organization) Number) Identification No.)
FLEXIINTERNATIONAL SOFTWARE, INC., TWO ENTERPRISE DRIVE, 06484
SHELTON, CT (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (203) 925-3040
This is Page 1 of 6 pages
Exhibit Index is on Page 4
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On December 13, 1999, with the approval of the Audit Committee and the
concurrence of the Board of Directors, FlexiInternational Software, Inc. (the
"Registrant") engaged Deloitte & Touche LLP as its independent auditors and
dismissed its former independent auditors, PricewaterhouseCoopers LLP, effective
as of that date. Prior to the engagement of Deloitte & Touche LLP,
PricewaterhouseCoopers LLP had served as the independent auditors of the
Registrant since 1994. Prior to the engagement there were no consultations
between Deloitte & Touche LLP and the Registrant regarding the treatment of
accounting, auditing or financial reporting issues. PricewaterhouseCoopers LLP
performed audits of the Registrant's financial statements for the years ended
December 31, 1997 and 1998, and issued audit reports dated January 26, 1998 and
February 3, 1998, for fiscal year 1997, and dated January 26, 1999, February 26,
1999, and August 11, 1999, for fiscal year 1998, which contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that the report as
reissued on August 11, 1999 for the year ended December 31, 1998 included
modifications relating to (i) a restatement with respect to the revenue
recognition of certain contracts, and (ii) the existence of substantial doubt
about the Registrant's ability to continue as a going concern. There have been
no disagreements between the Registrant and PricewaterhouseCoopers LLP in
connection with the audit of the Registrant's financial statements for the
fiscal years ended December 31, 1997 and 1998, and in the subsequent interim
period through December 13, 1999, 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 to the
subject matter of the disagreements in its report on the Registrant's financial
statements for any such periods. PricewaterhouseCoopers LLP has furnished the
Registrant with a letter addressed to the SEC stating that it agrees with the
above statements, which letter is attached hereto as Exhibit 16.
ITEM 5. OTHER EVENTS.
Brian P. Friedman and Thomas C. Theobald have resigned from the
Registrant's Board of Directors effective December 30, 1999 and December 31,
1999, respectively. In addition, David P. Sommers has resigned as the
Registrant's Senior Vice President, Finance and Chief Financial Officer,
effective December 31, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Letter Re Change in Certifying Accountant from PricewaterhouseCoopers
LLP to the Securities and Exchange Commission is filed herewith as Exhibit 16.
Page 2 of 6 pages
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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.
Date: December 20, 1999 FLEXIINTERNATIONAL SOFTWARE, INC.
(Registrant)
By: /s/ Stefan R. Bothe
-------------------------------------
Stefan R. Bothe
President, Chief Executive Officer
and Chairman of the Board
Page 3 of 6 pages
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EXHIBIT 16
PRICEWATERHOUSECOOPERS LLP
300 Atlantic Street
P.O. Box 9316
Stamford, CT 06904
Tel: (203) 358 0001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
December 15, 1999
Commissioners:
We have read the statements made by FlexiInternational Software, Inc. (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 December 13,
1999. We agree with the statements concerning our Firm in such Form 8-K.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Enclosures - as stated
Page 5 of 6 pages
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On December 13, 1999, with the approval of the Audit Committee and the
concurrence of the Board of Directors, FlexiInternational Software, Inc. (the
"Registrant") engaged Deloitte & Touche LLP as its independent auditors and
dismissed its former independent auditors, PricewaterhouseCoopers LLP, effective
as of that date. Prior to the engagement of Deloitte & Touche LLP,
PricewaterhouseCoopers LLP had served as the independent auditors of the
Registrant since 1994. Prior to the engagement there were no consultations
between Deloitte & Touche LLP and the Registrant regarding the treatment of
accounting, auditing or financial reporting issues. PricewaterhouseCoopers LLP
performed audits of the Registrant's financial statements for the years ended
December 31, 1997 and 1998, and issued audit reports dated January 26, 1998 and
February 3, 1998, for fiscal 1997, and dated January 26, 1999, February 26,
1999, and August 11, 1999, for fiscal year 1998, which contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that the report as
reissued on August 11, 1999 for the year ended December 31, 1998 included
modifications relating to (i) a restatement with respect to the revenue
recognition of certain contracts, and (ii) the existence of substantial doubt
about the Registrant's ability to continue as a going concern. There have been
no disagreements between the Registrant and PricewaterhouseCoopers LLP in
connection with the audit of the Registrant's financial statements for the
fiscal years ended December 31, 1997 and 1998, and in the subsequent interim
period through December 13, 1999, 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 to the
subject matter of the disagreements in its report on the Registrant's financial
statements for any such periods. PricewaterhouseCoopers LLP has furnished the
Registrant with a letter addressed to the SEC stating that it agrees with the
above statements, which letter is attached hereto as Exhibit 16.
Page 6 of 6 pages
