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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
December 14, 1999
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Date of Report (date of earliest event reported)
PRIMUS KNOWLEDGE SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Washington
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(State or other jurisdiction of incorporation)
0-26273 91-1350484
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(Commission File Number) (IRS Employer Identification No.)
Primus Knowledge Solutions, Inc.
1601 Fifth Avenue, Suite 1900
Seattle, Washington 98101
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(Address including zip code of registrant's principal executive offices)
(206) 292-1000
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(Registrant's telephone number, including area code)
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Item 4. Changes In Registrant's Certifying Accountants
On December 14, 1999, the Audit Committee of the board of directors of
Primus Knowledge Solutions, Inc. (the "Company", or "Primus") accepted the
resignation of Ernst & Young LLP ("Ernst & Young") as its principal accountants.
Primus recently completed an acquisition of Imparto Software Corporation,
("Imparto"), a California corporation. At the time of the acquisition Ernst &
Young was not independent as to Imparto and as a result of the acquisition is no
longer independent as to Primus under applicable accounting and auditing rules
and has resigned.
Ernst & Young's reports, issued prior to the acquisition, on the Company's
financial statements for each of the preceding two fiscal years ended December
31, 1997 and 1998, were unqualified. During those fiscal years, and in the
period since January 1, 1999, there were no disagreements between Primus and
Ernst & Young on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedures, which disagreements, if
not resolved to the satisfaction of Ernst & Young, would have caused it to make
reference to the subject matter of the disagreements in its reports issued prior
to the acquisition.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.01 - Letter from Ernst & Young LLP regarding change in certifying
accountant.
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.
PRIMUS KNOWLEDGE SOLUTIONS, INC.
Date: December 20, 1999 /s/ Elizabeth J. Huebner
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Elizabeth J. Huebner
Executive Vice President and Chief
Financial Officer
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EXHIBIT 16.1
December 20, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated December 14, 1999, of Primus Knowledge
Solutions, Inc., and are in agreement with the statements contained on page 2
therein.
/s/ Ernst & Young LLP
