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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); February 17, 1999
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Altris Software, Inc.
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(Exact name of registrant as specified in charter)
California; 0-15935 95-3634089
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(State or other jurisdiction (Commission file (IRS employer
of incorporation) number) identification no.)
9339 Carroll Park Drive, San Diego, California 92121
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (619) 625-3000
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) PREVIOUS INDEPENDENT ACCOUNTANTS
On February 17, 1999, Altris Software, Inc. dismissed
PricewaterhouseCoopers LLP ("PWC") as the principal independent accountants
engaged to audit the Company's financial statements. The Audit Committee of
the Company's Board of Directors approved the decision to change independent
accountants. In connection with its audits for the two most recent fiscal
years and through February 17, 1999, there have been no disagreements with
PWC on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements if not
resolved to PWC's satisfaction would have caused PWC to make reference
thereto in PWC's report on the financial statements for such periods.
As previously disclosed, as a result of the Company's restatement of its
financial statements for the year ended December 31, 1996, on March 10, 1998,
PWC notified the Company that it was withdrawing its report dated February
25, 1997 on the Company's financial statements for the year ended December
31, 1996. Upon restatement of those financial statements (in order to adjust
the timing and amount of revenues recognized, as previously disclosed), on
May 12, 1998 PWC issued a new report on the Company's financial statements
for the year ended December 31, 1996. PWC noted in this report and in its
report, dated May 12, 1998, on the Company's financial statements for the
year ended December 31, 1997, that the Company's recurring losses and
accumulated deficit raise substantial doubt about its ability to continue as
a going concern. PWC's reports on the financial statements for December 31,
1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion
and were not otherwise qualified or modified as to audit scope or accounting
principles.
During the two most recent fiscal years and through February 17, 1999,
there has been a reportable event. In connection with PWC's audit of the
Company's restated financial statements for the year ended December 31, 1996
and its financial statements for the year ended December 31, 1997, PWC
reported to the Audit Committee of the Board of Directors, at meetings held
in the first half of 1998, the following material weaknesses in the Company's
internal controls: (i) lack of sufficient U.S. oversight of the revenue
recognition practices of the Company's U.K. subsidiary; (ii) lack of
adherence to existing internal controls regarding assessment of credit
worthiness and review of contracts for propriety of revenue recognition; and
(iii) lack of an adequate internal control structure at the Company's U.K.
subsidiary regarding a system to track performance of services by contract,
proof of shipment and sufficient evidence of an agreement. In response to the
restatement and the recommendations of PWC, the Company has implemented
changes to its internal control procedures and oversight responsibilities.
A letter from PWC to the Securities and Exchange Commission as to PWC's
agreement or disagreement with the disclosure set forth above is attached
hereto as Exhibit 99.1.
(b) NEW INDEPENDENT ACCOUNTANTS
On February 17, 1999, the Company engaged Grant Thornton LLP,
independent public accountants, to audit the Company's financial statements
for the year ended December 31, 1998.
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The Company has authorized PWC to respond fully to any inquiries Grant
Thornton LLP may have in order to ensure a smooth transition of the Company's
certifying accountants.
ITEM 7. EXHIBITS.
(c) Exhibit:
99.1 Letter of PricewaterhouseCoopers LLP to the Securities and
Exchange Commission, dated February 18, 1999
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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.
Date: February 23, 1999
ALTRIS SOFTWARE, INC.
By: /s/ JOHN W. LOW
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John W. Low
Chief Financial Officer
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EXHIBIT 99.1
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
February 18, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Altris Software, Inc.
We have read Item 4 of Altris Software, Inc.'s Form 8-K dated February 17, 1999
and are in agreement with the statements contained in paragraph 4(a) therein,
except that we make no comment regarding the last sentence in the third
paragraph.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
