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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)
October 15, 1998
ASPEC TECHNOLOGY, INC.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-22565 77-0298386
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(Commission File No.) (IRS Employer Identification Number)
830 East Arques Avenue
Sunnyvale, California 94086
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(Address of principal executive offices)
(408) 774-2199
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On August 5, 1998, Deloitte & Touche LLP ("D&T") resigned as the Company's
independent accountants. On August 10, 1998, the Company filed a Report on Form
8-K that indicated that D&T's resignation was not based on any disagreement as
to accounting principles or practices. D&T agreed with this conclusion in a
letter filed as an exhibit to the Form 8-K.
On August 27, 1998, the Company engaged PricewaterhouseCoopers ("PWC") as
its new independent accountants. This engagement was reported on a Form 8-K
filed on September 2, 1998.
The Company's third fiscal quarter ended on August 31, 1998. In connection
with its review of the Company's third quarter results, PWC reviewed, among
other things, the historical revenue recognition treatment for two of the
Company's customers. After consulting with PWC, the Company advised D&T that it
disagreed with the timing of the recognition of revenue resulting from these
customer transactions, one of which related to an agreement executed in July
1996 and one of which related to a May 1996 agreement and a January 1997
agreement with another customer. As a result, the Company concluded that it
would be required to restate its previously reported financial results for
fiscal years 1996 and 1997 and the first and second quarters of fiscal 1998
ended February 28, 1998 and May 31, 1998, respectively. The Company publicly
announced its decision to restate its results on October 9, 1998. On October 12,
1998, D&T advised the Company that, based on the Company's decision to restate
its results, its audit report on the Company's fiscal 1996 and fiscal 1997
results was being withdrawn and should no longer be relied upon.
As part of the restatement, the timing of the revenue recognized from these
two customer transactions is expected to be revised resulting in a reduction in
the revenue reported for fiscal years 1996 and 1997 of approximately $425,000
and $1.2 million, respectively. The Company has not yet completed its review.
Accordingly, the above figures are preliminary estimates of the results of the
restatement of revenue from these two customers and do not reflect any other
potential adjustments in the timing or amount of revenue that may or may not be
made to these customer transactions or other transactions. Additionally, the
reviewed financial statements will be subject to audit. There can be no
assurance that these preliminary estimates will not change or that other
adjustments will not be made as the audit process progresses.
The above information regarding the estimated impact of the restatement of
the Company's financial results is forward looking information within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended.
Actual results could differ materially from those projected in the forward
looking information as a result of a number of factors including the further
analysis and review of the Company's contracts and other actions that will be
taken as the Company pursues arrangements for completion of its audit for
fiscal 1996 and fiscal 1997 and its review of the results for the third quarter
of fiscal 1998.
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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.
Aspec Technology, Inc.
Dated: October 15, 1998 By: /s/ CONRAD J. DELL'OCA
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Conrad J. Dell'Oca
President and Chief Executive
Officer
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