UNITED STATES
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 (Date of earliest event reported): August 13, 1999
XATA Corporation
(Name of small business issuer in its charter)
Minnesota 0-27166 41-1641815
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
151 East Cliff Road, Burnsville, MN 55337
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 612-894-3680
(Former name, former address and former fiscal year, if changed since last
report): N/A
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TABLE OF CONTENTS
Item 4. Change in Registrant's Certifying Accountant ..........................1
Item 7. Exhibits ..............................................................2
SIGNATURES ....................................................................3
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 13, 1999, XATA Corporation's (XATA) Board of Directors determined
that it would be in the best interests of the Company to cease the
relationship with its independent accounting and audit firm, McGladrey &
Pullen, LLP (McGladrey). McGladrey acted as independent accountant and
auditors with respect to the Company's financial statements for the
previous two fiscal years ended September 30, 1998. The reports of
McGladrey on the financial statements of the Company for its fiscal years
ended September 30, 1998 and 1997, did not contain any adverse opinion or
disclaimer of opinion and were not qualified as to uncertainty, audit scope
or accounting principles. The report of McGladrey on the financial
statements for the fiscal year ended September 30, 1998, included an
explanatory paragraph regarding the uncertainty of the Company's ability to
continue as a going concern. During the Company's two most recent fiscal
years and the subsequent interim period through August 13, 1999, (i) there
were no disagreements between the Company and McGladrey on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the satisfaction of
McGladrey, would have caused McGladrey to make reference to the subject
matter of the disagreement in connection with its reports (a
"Disagreement") and (ii) there were no reportable events, as defined in
Item 304(a)(1)(v) of Regulation S-K of the Securities and Exchange
Commission (a "Reportable Event"). The decision to replace McGladrey was
not the result of any disagreement between the Company and McGladrey on any
matter of accounting principal or practice, financial statement disclosure
or audit procedure nor any dispute with respect to the Company's ability to
continue as a "going concern."
On August 13, 1999, Grant Thornton LLP (Grant) was selected by the
Company's Board of Directors, upon the recommendation of its audit
committee, as the Company's new independent accountant and audit firm.
Grant will audit the Company's financial statements to be included in the
Company's form 10-KSB for the fiscal year ending September 30, 1999. The
Company intends to have Grant continue to serve as the Company's
independent accounting and audit firm for the fiscal year ending September
30, 2000. During the last two fiscal years, the Company did not consult
with Grant on any matters related to accounting principles or practice,
financial statement disclosures or audit procedures.
The Company has furnished McGladrey with a copy of this Form 8-K and has
requested that McGladrey furnish it with a letter addressed to the
Securities and Exchange Commission (the "Commission") stating whether it
agrees with the above statements. A copy of McGladrey's letter to the
Commission, dated August 19, 1999, is filed as Exhibit 16.1 to this current
report on Form 8-K.
1
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ITEM 7. EXHIBITS
16.1 Letter from McGladrey & Pullen, LLP on Change of Certifying
Accountants
2
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 19, 1999 XATA Corporation
By
------------------------------
Gary C. Thomas, Chief
Financial Officer (Principal
accounting and financial
officer)
3
EXHIBIT 16.1
August 19, 1999
Securities and Exchange Commission
Washington, DC 20549
We were previously the independent accountants for XATA Corporation and on
December 8, 1998 (January 8, 1999, as to Note 8 to the financial statements), we
reported on the financial statements of XATA Corporation as of and for the two
years ended September 30, 1998 and 1997. On August 13, 1999, we were dismissed
as independent accountants of XATA Corporation
We have read XATA Corporation's statements included under item 4 of its Form 8-K
dated August 13, 1999, and we agree with such statements.
McGladrey & Pullen, LLP
