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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): September 3, 1998
ATLANTIC DATA SERVICES, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-24193 04-2696393
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
ONE BATTERYMARCH PARK
QUINCY, MASSACHUSETTS 02169
(Address of principal executive offices) (Zip Code)
(617) 770-3333
(Registrant's telephone number, including area code)
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ITEM 4 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On September 3, 1998, Atlantic Data Services, Inc. (the
"Company") engaged PricewaterhouseCoopers LLP as independent auditors of the
Company for the fiscal year ending March 31, 1999 and dismissed Ernst & Young
LLP ("E&Y") effective immediately. This action was taken upon the unanimous
approval of the Audit Committee of the Board of Directors.
During the last two most recent fiscal years ended March 31,
1997 and March 31, 1998, respectively, and the subsequent interim period, there
were no disagreements between the Company and E&Y on any matters of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which, if not resolved to the satisfaction of E&Y would have caused
E&Y to make reference to the matter in their report. During the last two most
recent fiscal years ended March 31, 1997 and March 31, 1998, respectively, and
the subsequent interim period, there were no "reportable events" as that term is
described in Item 304(a)(1)(v) of Regulation S-K. The reports of E&Y on the
Company's financial statements for the past two fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
The Company has not consulted PricewaterhouseCoopers LLP
regarding the application of accounting principles to any specified transaction
or the type of audit opinion that might be rendered on the Company's financial
statements during the Company's last two most recent fiscal years or during the
most recent interim period.
The Company has requested that E&Y furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of such letter, dated September 10, 1998 is
filed as Exhibit 16 to this Form 8-K.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
Exhibit No. Description
16 Letter dated September 10, 1998 from Ernst &
Young LLP regarding change in certifying
accountant.
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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.
Date: September 10, 1998 ATLANTIC DATA SERVICES, INC.
By: /s/ Paul K. McGrath
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Paul K. McGrath
Senior Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer)
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EXHIBIT INDEX
Page
16 Letter dated September 10, 1998 from Ernst & Young LLP regarding 5
change in certifying accountant.
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Exhibit 16
September 10, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated September 3, 1998 of Atlantic Data
Services, Inc. and are in agreement with the statements contained in the second
paragraph on page two therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/Ernst & Young LLP
