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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 EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event reported)
June 14, 1996
ROSS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation or organization)
0-19092 94-2170198
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Commission File Number (I.R.S. Employer
Identification Number)
555 Twin Dolphin Drive
Redwood City, California 94065
(Address of principal executive offices)
(415) 593-2500
(Registrant's telephone number, including area code)
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Item 4. Changes in Registrants' Certifying Accountant.
KPMG Peat Marwick LLP ("Peat Marwick") was previously the principal
accountants for Ross Systems, Inc. (the Company). On June 14, 1996, that
firm's appointment as principal accountants was terminated by dismissal
and Coopers & Lybrand LLP was engaged as principal accountants. The
decision to change accountants was approved by the Audit Committee of the
Board of Directors.
In connection with the audits of the two fiscal years ended June 30,
1995, and the subsequent interim period through June 14, 1996, there were no
disagreements between Peat Marwick and the Company with respect to any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not
resolved to Peat Marwick's satisfaction would have caused them to make
reference in connection with their opinion to the subject matter of the
disagreement.
The audit reports of Peat Marwick on the consolidated financial
statements of Ross Systems Inc. and subsidiaries as of and for the years
ended June 30, 1995 and 1994, did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles, except as follows
with respect to the 1995 Audit report:
As discussed in Note 7 to the consolidated financial
statements, the Company is a defendant in a securities class
action lawsuit. The parties have reached a definitive
agreement for settlement of this matter. The Company has
accordingly accrued a liability at June 30, 1995, related to
its estimate of the amount of the eventual settlement of the
lawsuit. However, there can be no assurance that the
settlement will be approved by the court. If the settlement
does not become effective, the parties will return to
litigation, for which the Company is unable to predict the
outcome. Should the Company be required to provide an
additional liability or should the payment terms be
unfavorable, its liquidity may be adversely impacted and it
may be necessary to raise additional capital.
Subsequent to the issuance of the audit report, the court approved the
settlement.
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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 hereunder duly authorized.
ROSS SYSTEMS, INC.
Date: June 19, 1996 /s/ James A. Watts, Jr.
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James A. Watts, Jr.
Vice President, Finance and
Administration and Chief
Financial Officer and Secretary
