CAMINUS CORP
8-K, 2000-05-26
BUSINESS SERVICES, NEC
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<PAGE>   1
                       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): May 19, 2000
                                                           ------------


                               CAMINUS CORPORATION
                               -------------------
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
                                    --------
                 (State or Other Jurisdiction of Incorporation)
<TABLE>
<CAPTION>

<S>                                                           <C>
        000-28085                                                    13-4081739
        ---------                                                    ----------
(Commission File Number)                                      (I.R.S. Employer Identification No.)
</TABLE>

                                747 Third Avenue
                            New York, New York 10017
          (Address of Principal Executive Offices, Including Zip Code)

                                 (212) 888-3600
                                  -------------
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
                                 --------------
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>   2

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

(a)(i)       On May 19, 2000, the Board of Directors of Caminus Corporation (the
             "Company") voted to dismiss PricewaterhouseCoopers LLP ("PWC") as
             its independent certified public accountant. PWC acted as the
             Company's certifying accountants for the period from inception
             (April 29, 1998) through December 31, 1998 and for the year ended
             December 31, 1999.

(a)(ii)      Neither of the PWC reports on the Company's financial statements
             for the periods referred to above contained an adverse opinion or
             disclaimer of opinion, nor were they qualified or modified as to
             uncertainty, audit scope or accounting principles.

(a)(iii)     The decision to change accountants was recommended by the Company's
             Audit Committee and approved by the Company's Board of Directors.

(a)(iv)      For the periods ended December 31, 1998 and 1999, and through the
             date of this Current Report on Form 8-K, the Company is unaware of
             any disagreement with PWC on any matter of accounting principles or
             practices, financial statement disclosure, or auditing scope or
             procedure, which disagreement if not resolved to their
             satisfaction, would have caused said accountants to make reference
             to the subject matter of the disagreement in connection with any
             report issued by same.

(b)          As of the date of this report, the Company has not engaged a new
             accounting firm to act as certifying  accountants for the year
             ending December 31, 2000.

ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)          Financial Statements of Businesses Acquired

             Not applicable.

(b)          Pro Forma Financial Information

             Not applicable.

(c)          Exhibits

             See the Exhibit Index attached hereto.



                                      -2-
<PAGE>   3


                                    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.

                                           CAMINUS CORPORATION

Date: May 26, 2000                         /s/ Mark A. Herman
                                           ----------------------------------
                                           Mark A. Herman
                                           Chief Financial Officer


                                      -3-
<PAGE>   4


                                  Exhibit Index

16         Letter from PricewaterhouseCoopers LLP.


                                      -4-

<PAGE>   1
                                                                      Exhibit 16


                          PricewaterhouseCoopers LLP
                             300 Atlantic Street
                                P.O. Box 9316
                              Stamford, CT 06904
                           Telephone (203) 358-0001



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

May 19, 2000



Commissioners:

We have read the statements made by Caminus Corporation (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 May 19, 2000. We agree with
the statements concerning our Firm in such Form 8-K.


Yours very truly,

/s/ PricewaterhouseCoopers LLP
  PricewaterhouseCooopers LLP


Enclosure-as stated


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