<PAGE>
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): March 23, 2000
VITRIA TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-27207 77-0386311
(Commission File No.) (IRS Employer Identification No.)
945 STEWART DRIVE
SUNNYVALE, CA 94086
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 212-2700
1
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous independent accountants
(i) On March 20, 2000, the Registrant dismissed
PricewaterhouseCoopers LLP as its independent accountants.
(ii) The Registrant intends to form a strategic relationship
with PWC Management Consulting Services Group.
(iii) The reports of PricewaterhouseCoopers LLP on the
Registrant's financial statements as of December 31, 1999 and for each of the
years in the three-year period ended December 31, 1999 contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iv) The decision to dismiss PricewaterhouseCoopers LLP was
approved by the Registrant's Board of Directors upon recommendation by the
Audit Committee.
(v) During the Registrant's two most recent fiscal years,
there have been no disagreements with PricewaterhouseCoopers LLP 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 them to make
reference thereto in their report.
(vi) During the two most recent fiscal years and through
December 31, 1999, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1)(v)).
(vii) The Registrant has requested that PricewaterhouseCoopers
LLP furnish it with a letter addressed to the Securities and Exchange Commission
(the "SEC") stating whether or not it agrees with the above statements. Such
letter is filed as Exhibit 16.1 hereto.
(b) New independent accountants
(i) Upon the recommendation of the Registrant's Audit
Committee, the Board of Directors of the Registrant engaged Ernst & Young LLP as
its independent auditors for the fiscal year ending December 31, 2000.
(ii) The Company has not consulted with Ernst & Young LLP
during the last two years or subsequent interim period regarding either (i) the
application of accounting principles to a specified transaction or transactions,
either completed or proposed, or (ii) the type of audit opinion Ernst & Young
LLP might render on the Company's financial statements.
This 8-K includes forward-looking statements that are subject to risks,
uncertainties and other factors that could cause actual results to differ
materially from those referred to in the forward-looking statements. Such
factors include, but are not limited to, risks related to market acceptance of
our product, deployment delays or errors associated with these products,
hardware platform incompatibilities, reliance on a limited number of customers
for a majority of revenue, need to maintain and enhance certain business
relationships with system integrators and other parties, ability to manage
growth, activities by Vitria and others regarding protection of proprietary
information, release of competitive products and other actions by competitors
and economic downturns in either domestic or foreign markets. These forward-
looking statements are generally identified by words such as "expect,"
"anticipate," "intend," "believe," "hope," "assume," "estimate" and other
similar words and expressions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits
Exhibit No. Description
16.1 Letter dated March 20, 2000 from
PricewaterhouseCoopers LLP, the Registrant's
former accountants to the SEC.
2
<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 hereunto duly authorized.
VITRIA TECHNOLOGY, INC.
Dated: March 23, 2000 By: /s/ Paul R. Auvil, III
------------------------------------
Paul R. Auvil, III
Vice President, Finance Chief
Financial Officer and Secretary
3
<PAGE>
Exhibit Index
Exhibit No. Description
16.1 Letter dated March 20, 2000 from
PricewaterhouseCoopers LLP, the Registrant's
former accountants to the SEC.
4
<PAGE>
Exhibit 16.1
[LETTERHEAD OF PRICEWATERHOUSECOOPERS L.L.P.]
March 20, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the statements made by Vitria, 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 March 20, 2000. We
agree with the statements concerning our Firm in such 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers L.L.P.
-----------------------------
PricewaterhouseCoopers L.L.P.
