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UNITED STATES
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): JULY 12, 1996
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CONSILIUM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-17754 94-2523965
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer)
incorporation or organization) Identification No.)
485 CLYDE AVENUE 94043
MOUNTAIN VIEW, CALIFORNIA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 691-6100
(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On July 12, 1996, Coopers & Lybrand LLP ("Coopers"), the independent
accountant engaged to audit the financial statements of Consilium, Inc.
("Company") during the Company's two most recent fiscal years and prior thereto,
resigned. The reports of Coopers for the fiscal years ended October 31, 1995
and October 31, 1994, including the restatement reported in the Company's Form
10-K/A for the year ended October 31, 1995, contained no adverse opinion or
disclaimer of opinion, and were not qualified as to other uncertainties, audit
scope, or accounting principles.
Coopers did not inform the Audit Committee, the Board of Directors or
management of its intent to resign prior to delivery of its resignation.
Accordingly, neither the Audit Committee nor the Board of Directors nor
management made any recommendation with respect to Coopers' resignation. After
Coopers' resignation, Coopers identified to the Company a disagreement required
to be reported in accordance with Item 304 of Regulation S-K. This disagreement
identified by Coopers was resolved to the satisfaction of Coopers and was
reflected in the Company's Notes to Consolidated Financial Statements in the
Company's Form 10-Q for the three month period ended April 30, 1996, the
Company's Form 10-K/A for the year ended October 31, 1995 and Form 10-Q/A for
the three month period ended January 31, 1996. The disagreement was identified
as follows: During the week of May 13, 1996, the Company received a letter
dated May 6, 1996 from Honeywell, Inc. alleging claims for unidentified breaches
of contract, misrepresentation, and fraud. The letter did not set forth any
basis for the claims, did not allege an amount at issue, and asserted an intent
to litigate unless satisfactory progress was made toward resolution of the
claim. In early June 1996, after consulting counsel, who had been unable to
obtain information from Honeywell concerning the materiality of the claim,
management believed that disclosure of the Honeywell letter would be premature
and that the Company should first investigate the matter to determine
materiality and to understand the basis for the claims, and accordingly
considered at that time omitting disclosure from the Company's Form 10-Q, Form
10-K/A and Form 10-Q/A. On June 11, 1996, Coopers advised the Company's Audit
Committee that Coopers disagreed with management's proposed omission of a
description of such letter in the Company's Form 10-Q for the three month period
ended April 30, 1996. The Audit Committee and management concurred with
Coopers' recommendation and the Company included disclosure of the receipt of
such letter in the Company's Quarterly Report on Form 10-Q for the three months
ended April 30, 1996 filed on June 14, 1996, and the Company's Form 10-K/A for
the year ended October 31, 1995 and the Company's Form 10-Q/A for the three
month period ended January 31, 1996, each filed July 2, 1996.
During the Company's two most recent fiscal years and the interim
period preceding resignation, Coopers has not advised management, the Audit
Committee or the Board of Directors of the Company of any issues regarding
significant internal control matters, problems with management's representations
or financial statements, requirements for expanded audit scope or information
that materially impacts the fairness or reliability of the Company's financial
statements. During the two previous fiscal years and the interim period through
the date of resignation, there were no other disagreements between the Company
and Coopers on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which if not resolved to
the satisfaction of Coopers would have caused it to make reference to the
subject matter of the disagreement in connection with its report. The Company
has authorized Coopers to respond fully and without limitation to any inquiries
by a successor accountant concerning the subject matter of the above
disagreement. The Company has provided Coopers with a copy of the foregoing
disclosures and Coopers' letter stating agreement with the statements contained
herein as they pertain to Coopers is included as an exhibit to this filing.
ITEM 7. EXHIBITS.
Paragraph 16.1 Letter from Coopers and Lybrand & LLP
dated July 19, 1996.
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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 hereunto duly authorized.
CONSILIUM, INC.
/s/ Laurence R. Hootnick
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July 19, 1996 Laurence R. Hootnick, President,
Chief Executive Officer and
Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Document
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<S> <C>
16.1 Letter from Coopers & Lybrand LLP dated July 19, 1996.
</TABLE>
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EXHIBIT 16.1
July 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statement made by Consilium, Inc. (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 to be filed on or around July 19, 1996. We agree
with the statements concerning our Firm in the Form 8-K.
Very truly yours,
COOPERS & LYBRAND L.L.P
