SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 17, 1996
SUNRIVER CORPORATION
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-17977 13-3469637
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Echelon IV, Suite 200, 9430 Research Boulevard,
Austin, Texas 78759-6543
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 349-5800
--------------
N/A
- - --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
On December 17, 1996, Coopers & Lybrand L.L.P. ("Coopers & Lybrand")
resigned as the accountant of SunRiver Corporation (the "Company").
During the two fiscal years, and any interim period, preceding December 17,
1996 (the "Reporting Period"), none of Coopers & Lybrand'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, to the best
knowledge of the Company, no matters of disagreement between it and Coopers &
Lybrand which would have caused Coopers & Lybrand to make a reference thereto in
connection with its report.
During the Reporting Period, the Company was not advised by Coopers &
Lybrand (1) that internal controls necessary for the Company to develop reliable
financial statements did not exist; (2) that Coopers & Lybrand would no longer
be able to rely on management's representations or that it was unwilling to be
associated with the financial statements prepared by management; (3) that
Coopers & Lybrand needed to expand significantly the scope of its audit; (4)
that Coopers & Lybrand had received information which did or which might, if
further investigated, impact the fairness or reliability of a report or
financial statement previously issued or to be issued or which did or might
cause Coopers & Lybrand to be unwilling to rely on management's representations
or be associated with the Company's financial statements; or (5) that Coopers &
Lybrand did not conduct such further investigation or expanded audit, or was not
able to resolve its concerns about the Company, because of its pending
resignation as the Company's accountant or any other reason.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No.
- - -------
16 Letter of Coopers & Lybrand L.L.P. regarding its concurrence with the
disclosure under Item 4 of this Form 8-K.
2
<PAGE>
SIGNATURE
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.
SUNRIVER CORPORATION
Registrant
By:/s/ Leonard N. Mackenzie
--------------------------------
Leonard N. Mackenzie,
President and
Chief Executive Officer
Date: December 23, 1996
EXHIBIT 16
Coopers & Lybrand L.L.P.
600 Congress Avenue, Suite 1800
Austin, Texas 78701
December 23, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by SunRiver Corporation (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 report dated December 23, 1996. We agree with
the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
- - ----------------------------
Coopers & Lybrand L.L.P.
cc: Mr. Wayne Schroeder,
Chief Financial Officer
SunRiver Corporation
9430 Research Blvd. Suite 200
Austin, TX 78759-6543
4
