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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): DECEMBER 9, 1999
DOT HILL SYSTEMS CORP.
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(Exact name of registrant as specified in its charter)
NEW YORK
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(State or other jurisdiction of incorporation)
001-13317 13-3460176
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(Commission File No.) (IRS Employer Identification No.)
6305 EL CAMINO REAL
CARLSBAD, CALIFORNIA 92009
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (760) 931-5500
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous independent accountants
(i) On December 9, 1999, Dot Hill Systems Corp (the "Company")
dismissed Arthur Andersen LLP ("Arthur Andersen") as its
independent accountants.
(ii) The reports of Arthur Andersen on the Company's financial
statements as of December 31, 1997 and 1998 and for each of the
years in the three-year period ended December 31, 1998 contained no
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
(iii) Effective August 2, 1999, the Company and Artecon, Inc.
("Artecon") were merged in a stock-for-stock transaction. Because
the Company's headquarters, primary manufacturing facility and
finance department were, following the merger, relocated to the
former headquarters of Artecon in Carlsbad, California, the Board
of Directors concluded that it would be more convenient to retain
Deloitte & Touche LLP ("Deloitte & Touche"), the independent
accountants of Artecon, as the Company's independent accountants.
The Company's audit committee recommended that the Company dismiss
Arthur Andersen and retain Deloitte & Touche as the Company's
independent accountants.
(iv) During the Company's two most recent fiscal years and through
December 9, 1999, there have been no disagreements with Arthur
Andersen 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 Arthur
Andersen would have caused them to make reference thereto in their
report.
(v) During the two most recent fiscal years and through December 9,
1999, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1) (v)).
(vi) The Company has requested that Arthur Andersen furnish it with
a letter addressed to the Securities and Exchange Commission (the
"SEC") stating whether or not it agrees with the above statements.
(b) New independent accountants
(i) The Company engaged Deloitte & Touche as its new independent
accountants effective December 10, 1999. During the two most recent
fiscal years and through December 9, 1999, the Company has not
consulted with Deloitte & Touche on items which (1) were or should
have been subject to Statement of Auditing Standard No. 50 or (2)
concerned the subject matter of a disagreement or reportable event
with the former accountants (as described in Regulation S-K Item
304(a)(2)).
2.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBITS.
16.1 Letter dated December 9, 1999 from Arthur Andersen LLP, the Company's
former accountants, to the Company.
16.2 Letter dated December 14, 1999 from Arthur Andersen LLP, the Company's
former accountants, to the SEC.
3.
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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.
DOT HILL SYSTEMS CORP.
By: /s/ Philip Black
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Philip Black
Co-Chief Executive Officer
By: /s/ James L. Lambert
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James L. Lambert
Co-Chief Executive Officer
Date: December 14, 1999
4.
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INDEX TO EXHIBITS
16.1 Letter dated December 9, 1999 from Arthur Andersen LLP, the Company's
former accountants, to the Company.
16.2 Letter dated December 14, 1999 from Arthur Andersen LLP, the Company's
former accountants, to the SEC.
5.
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EXHIBIT 16.1
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
December 9, 1999
Mr. James L. Lambert
Co-Chief Executive Officer
Dot Hill Systems Corp.
6305 El Camino Real
Carlsbad, California 92009
Dear Jim:
This is to confirm that the client-auditor relationship between Dot Hill Systems
Corp. (Commission File No. 001-13317) and Arthur Andersen LLP has ceased.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
Copy to:
SEC Office of the Chief Accountant
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EXHIBIT 16.2
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
December 14, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read paragraphs (i) through (vi) of Item 4(a) included in the Form 8-K
dated December 9, 1999 of Dot Hill Systems Corp. filed with the Securities and
Exchange Commission and are in agreement with the statements contained therein.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
