SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 15, 1997
GREENTREE SOFTWARE, INC
(Exact Name of Registrant as Specified in Charter)
NEW YORK
(State or Other Jurisdiction of Incorporation)
0-12094 13-2897997
(Commission File Number) (IRS Employer
Identification No.)
7901 Flying Cloud Drive, Eden Prairie, MN 55344
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(612) 941-1500
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 15, 1997, the Board of Directors of the Registrant authorized the
Company to engage Price Waterhouse LLP ("PW") rather than KPMG Peat Marwick LLP
("KPMG") as the Registrant's independent public accountants for the fiscal year
ending May 31, 1997, subject to the Chief Financial Officer of the Registrant
confirming acceptance by PW of such appointment and notifying KPMG. On May 15,
1997, the Registrant advised KPMG and PW of its decision. On May 15, 1997,
PW advised the Registrant that it accepted the appointment and the company
officially engaged PW as its independent public accountants for the fiscal year
ending May 31, 1997.
KPMG served as the Registrant's independent public accountants and
auditors since November 21, 1994. KPMG was dismissed by the Board of Directors
as of May 15, 1997. The Registrant's decision to employ PW rather than KPMG was
the result of the Registrant's decision to move its executive offices to Eden
Prairie, Minnesota, upon the hiring of Mr. Mooney as Chief Executive Officer,
and the fact that the Registrant wanted to utilize the services locally of a
large independent public accounting firm which had particular expertise in the
software industry.
In each of the past two fiscal years, KPMG in its report noted that,
although the financial statements had been prepared assuming that the
Registrant will continue as a going concern, the Registrant has suffered
recurring losses from operations that raise substantial doubt about its ability
to continue as a going concern. Such firm also stated that the financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
There were no disagreements with KPMG, whether or not resolved, on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to that firm's
satisfaction, would have caused it to make reference to the subject matter of
the disagreements in connection with its report. Furthermore, no "reportable
events" occurred within the Registrant's two most recent fiscal years and the
interim period ending on May 15, 1997, prior to KPMG's dismissal.
Neither the Registrant nor any person acting on its behalf, prior to the
engagement of PW, consulted PW regarding the application of accounting
principles to a specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on the Registrant's financial statements.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
Exhibit 16.1 Letter from KPMG to the Securities and Exchange
Commission, to be filed by amendment
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.
GREENTREE SOFTWARE, INC.
By: /s/ Joseph D. Mooney
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Name: Joseph D. Mooney
Title: Chief Executive Officer
Dated: May 21, 1997
