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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8 - K/A
Amendment No. 1
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. Other Events
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 any 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.
Item 7. Exhibits
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBITS PAGE
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<C> <S> <C>
4.2 Restated Articles of Incorporation of Registrant (A)
5.3 By-Laws of Registrant (B)
16 Letter re Change in Certifying Accountant
</TABLE>
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(A) Incorporated by reference to the exhibit filed with Registrant's
December 31, 1995 Form 10-Q Report, as amended by the exhibits
filed by the Registrant's Current Report on Form 8-K dated
February 13, 1996.
(B) Incorporated by reference to the exhibit filed with Registrant's
Annual Report on Form 10-K filed September 27, 1993.
* * * * * * *
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 27, 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
[LETTERHEAD OF KPMG PEAT MARWICK]
June 18, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Ross Systems, Inc. and,
under the date of August 18, 1995, except as to Note 7, which is as of
October 11, 1995, we reported on the consolidated balance sheets of
Ross Systems, Inc. and subsidiaries as of June 30, 1995 and 1994, and
related consolidated statements of operations, shareholders' equity,
and cash flows and related schedule for each of the years in the
three-year period ended June 30, 1995. On June 14, 1996, our appointment
as principal accountants was terminated. We have read Ross Systems, Inc.
statements included under Item 4 of its Form 8-K dated June 14, 1996,
and we agree with such statements.
Very truly yours,
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
