SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (earliest event reported) November 22, 1999
-----------------
ACCELR8 TECHNOLOGY CORPORATION
------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-11485 84-1072256
-------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
303 East Seventeenth Avenue, #108, Denver, Colorado 80203
----------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (303) 863-8088
--------------
- - --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item. 4. Changes in Registrant's Certifying Accountant
On November 22, 1999, the firm of Deloitte & Touche LLP ("DT") notified the
Registrant's Chief Executive Officer that the client-auditor relationship had
ceased, and that information had come to DT's attention which, had it been known
to them, would have affected their report issued under the date of September 15,
1998, which reported on the balance sheets of the Registrant as of July 31, 1998
and 1997, and the related statements of operations, shareholders' equity and
cash flows for each of the years then ended (collectively the "Financial
Statements"). DT also advised that their report dated September 15, 1998, should
no longer be relied upon or associated with the Registrant's balance sheets as
of July 31, 1998 and 1997 and the related statements of operations,
shareholders' equity, and cash flows for each of the years then ended. Further,
DT verbally advised the Registrant's Chief Executive Officer that it was unable
to complete its audit of the Registrant's financial statements for the year
ended July 31, 1999, because DT was no longer able to rely on management's
representations.
In addition, DT requested that the Registrant immediately notify all
entities and individuals whom the Registrant knew to be relying upon or who were
likely to rely upon the Financial Statements and the report of DT thereon,
that their report must no longer be relied upon or associated with the Financial
Statements. (A copy of DT's letters are attached as Exhibit 99.1 and 99.2
hereto.) DT's report on the Registrant's financial statements for the fiscal
years ended July 31, 1998 and 1997 did not contain an adverse opinion or a
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope, or accounting principles.
In connection with the audits of the Registrant's financial statements for
the fiscal years ended July 31, 1998 and 1997, and during the subsequent
unaudited interim periods, there were no disagreements with DT on matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of DT, would have
caused DT to make reference to the matter in their report.
The Registrant has authorized DT to respond fully to any successor
independent accounting firm regarding DT's audit of the Registrant's financial
statements, the reportable event and DT's resignation as auditors of the
Registrant.
The Registrant is in the process of engaging new independent accountants to
audit and report on the registrant's balance sheets as of July 31, 1998, 1997,
and 1999 and the related statements of income, shareholders' equity and cash
flows for each of the years in the three-year period ended July 31, 1999. The
new independent accountants will also audit the Registrant's financial
statements for the fiscal year ending July 31, 2000.
Item. 7. Financial Statements and Exhibits
(b) Exhibits
--------
Exhibit 99.1 Letter of Deloitte & Touche LLP dated November 22, 1999.
Exhibit 99.2 Letter of Deloitte & Touche LLP dated November 22, 1999.
Accelr8 Technology Corporation 2 Form 8-K (Change of Accountants)
<PAGE>
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.
ACCELR8 TECHNOLOGY CORPORATION
(Registrant)
Date: November 29, 1999 /s/ Thomas V. Geimer
----------------- -----------------------------------------
(Signature)
Thomas V. Geimer, Chairman and Chief
Executive Officer
-----------------------------------------
(Printed name and Title)
Accelr8 Technology Corporation 3 Form 8-K (Change of Accountants)
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
------- -----------
99.1 Letter of Deloitte & Touche LLP dated November 22, 1999.
99.2 Letter of Deloitte & Touche LLP dated November 22, 1999.
Exhibit 99.1
[LETTERHEAD OF DELOITTE TOUCHE LLP]
November 22, 1999
Mr. Thomas V. Geimer
Chief Executive Officer and
Chief Financial Officer
Accelr8 Technology Corporation
303 East Seventeenth Avenue
Suite 108
Denver, Colorado 80203
Dear Mr. Geimer:
Under date of September 15, 1998, Deloitte & Touche LLP reported on the balance
sheets of Accelr8 Technology Corporation (the Company) as of July 31, 1998 and
1997 and the related statements of operations, shareholders' equity, and cash
flows for each of the years then ended. Subsequent to the date of our report,
information has come to our attention which, had it been known to us at the date
thereof, would have affected our report.
Accordingly, we hereby notify you that our report dated September 15, 1998,
should no longer be relied upon or associated with the Company's balance sheets
as of July 31, 1998 and 1997 and the related statements of operations,
shareholders' equity, and cash flows for each of the years then ended.
We request that you immediately notify all entities and individuals whom you
know to be currently relying upon, or who are likely to rely upon, the Company's
financial statements and our report thereon, that our report must no longer be
relied upon or associated with the Company's balance sheets as of July 31, 1998
and 1997 and the related statements of operations, shareholders' equity, and
cash flows for each of the years then ended.
We also suggest that the Company consult with its legal counsel to determine
what further notifications or disclosures it should make.
Very truly yours,
/s/ Deloitte & Touche LLP
Accelr8 Technology Corporation 4 Form 8-K (Change of Accountants)
Exhibit 99.2
[LETTERHEAD OF DELOITTE TOUCHE LLP]
November 22, 1999
Mr. Thomas V. Geimer
Chief Executive Officer and Chief Financial Officer
Accelr8 Technology Corporation
Denver, Colorado 80203
Dear Mr. Geimer:
This is to confirm that the client-auditor relationship between Accelr8
Technology Corporation (Commission File No. 01-10485) and Deloitte & Touche LLP
has ceased.
Yours truly,
/s/ Deloitte & Touche LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Accelr8 Technology Corporation 5 Form 8-K (Change of Accountants)