UNITED STATES
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): October 28, 1998
Commission File Number 0-9747
EXCALIBUR TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 85-0278207
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1921 Gallows Road, Suite 200, Vienna, Virginia 22182
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703)761-3700
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Item 4. Changes in Registrant's Certifying Accountant
On October 28, 1998, Excalibur Technologies Corporation (the "Company")
decided to replace the Company's independent accounting firm, Arthur Andersen
LLP ("Andersen"). The decision to dismiss Andersen was approved by the Company's
Board of Directors on the recommendation of its Audit Committee. The Company is
in the process of selecting a new independent accounting firm.
During the two most recent fiscal years and any subsequent interim period
(the "Reporting Period"), none of Andersen's reports on the Company's financial
statements contained an adverse opinion or a disclaimer of opinion, or was
qualified or modified as to uncertainty, audit scope or accounting principles.
During the Reporting Period, there were no matters of disagreement with Andersen
on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures which, if not resolved to the
satisfaction of Andersen, would have caused Andersen to make a reference thereto
in its report, except for the following:
In Andersen's report to the Audit Committee issued in May 1997, Andersen
noted that in the quarter ending April 30, 1996, Andersen and the Company
disagreed on the accounting treatment of two sales. Andersen stated that the
issues were ultimately resolved to their satisfaction.
In the Company's quarter ending July 31, 1998, Andersen and the Company had
a difference of opinion on the appropriate accounting treatment of a contract
which granted the licensee the rights to distribute the Company's software
products as an original equipment manufacturer and use the Company's software
products for the licensee's internal business operations. The contract also
provided for custom development to the Company's software products to be
distributed by the licensee. The internal use license did not require custom
developments to the Company's software products. The difference of opinion
between Andersen and the Company related to the accounting treatment for the
internal use license granted in the contract. After discussion, the Company
accepted Andersen's proposed accounting treatment and employed the
percentage-of-completion method of accounting on the entire contract.
The Company's Audit Committee has discussed each of the matters described above
with Andersen. The Company has authorized Andersen to respond fully to any
inquiries the successor accounting firm may have concerning these matters.
The Company has requested Andersen to furnish it with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
above statements. A copy of that letter, dated November 4, 1998, is filed as an
exhibit to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
16. Letter of Arthur Andersen regarding its concurrence with the
disclosure under Item 4 of this Form 8-K.
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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, thereunto duly authorized.
EXCALIBUR TECHNOLOGIES CORPORATION
By:/s/James H. Buchanan
------------------------
James H. Buchanan
Chief Financial Officer
Date: November 4, 1998
November 4, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Dear Sir:
We have read Item 4 included in the Form 8-K dated October 28, 1998 of Excalibur
Technologies Corporation filed with the Securities and Exchange Commission and
are in agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
cc: Mr. James Buchanan, CFO, Excalibur Technologies Corporation
