SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 1999
THINKING TOOLS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-21295 77-3061708
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
One Lower Ragsdale Drive, 1-250
Monterey, CA 93940
(Address of principal executive offices) (Zip Code)
Copy to:
Beth Kramer
Mayer, Brown & Platt
1675 Broadway
New York, NY 10019
Registrant's telephone number, including area code: (831) 373-0688
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
Effective as of the close of business July 16, 1999, Deloitte & Touche LLP
("Deloitte & Touche"), the registrant's independent accountant, resigned.
Deloitte & Touche's report on the registrant's financial statements during the
past two years contained no adverse opinion or disclaimer of opinion, and was
not qualified or modified as to audit scope or accounting principles. Deloitte &
Touche has not issued a report on the registrant's financial statements for the
year ended December 31, 1998. For the year ended December 31, 1997, Deloitte &
Touche's report on the registrant's financial statements was unqualified and
included an explanatory paragraph concerning certain factors which raise
substantial doubt about the registrant's ability to continue as a going concern.
During the registrant's two most recent fiscal years and subsequent interim
period through the date of Deloitte & Touche's resignation, there have been no
disagreements with Deloitte & Touche on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
During the two most recent fiscal years and through July 16, 1999, there were no
reportable events as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.
The registrant has requested that Deloitte & Touche furnish it with a
letter addressed to the Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated July 30, 1999, is filed as
Exhibit 16.1 to this Form 8-K/A.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
THINKING TOOLS, INC.
(Registrant)
Date: July 30, 1999 By: /s/ Moshe Zarmi
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Name: Moshe Zarmi
Title: President & Chief Executive Officer
<PAGE>
Exhibit 16.1
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DELOITTE & TOUCHE LLP
Suite 800
60 South Market Street
San Jose, California 95113-2303
Telephone: (408) 998-4000
July 30, 1999
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, DC 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of the Form 8-K/A of
Thinking Tools, Inc. dated July 16, 1999, which we understood will be filed on
or about July 30, 1999.
Yours truly,
DELOITTE & TOUCHE LLP
cc: Mr. Moshe Zarmi, CEO, Thinking Tools, Inc.
c/o Knoll Capital Management
200 Park Avenue, Suite 3800
New York, NY 10166
