<PAGE>
- --------------------------------------------------------------------------------
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)
July 23, 1998 (June 29, 1998)
ROSS SYSTEMS, INC.
------------------
(Exact name of registrant as specified in its charter)
DELAWARE
----------
(State or other jurisdiction of incorporation or organization)
0-19092 94-2170198
------- ----------
Commission File Number (I.R.S. Employer Identification Number)
2 Concourse Parkway, Suite 800
Atlanta, Georgia 30328
----------------------
(Address of principal executive offices)
(770) 351-9600
--------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
<PAGE>
ROSS SYSTEMS, INC.
FORM 8-K/A
JULY 23, 1998
(Amendment No. 1 to
Form 8-K
filed July 2, 1998)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 29, 1998, the board of directors of Ross Systems, Inc. (the
"Company") appointed Arthur Andersen LLP public accountants for the corporation
for the fiscal year ended June 30, 1998.
Effective July 1, 1998, Coopers & Lybrand LLP will merge with Price
Waterhouse & Company. The merger creates a potential independence conflict
within Coopers & Lybrand LLP as it relates to the Company and requires them to
withdraw from the audit engagement with the Company. Mr. J. Patrick Tinley, the
President of the Company and Mr. Gary O. Tinley, a Partner with Price Waterhouse
& Company in Atlanta are brothers. The board of directors accepted the
resignation of Coopers & Lybrand LLP effective June 29, 1998.
In connection with the audit of fiscal years ended June 30, 1997 and 1996
as well as interim procedures for the first three quarters of fiscal year
1998 and through the date of resignation, June 29, 1998, there were no
disagreements between Coopers & Lybrand LLP and the Company, with respect to
any matter of accounting principles or practice, financial statement disclosure,
or auditing scope or procedures, which disagreement if not resolved to Coopers
& Lybrand LLP's satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement. None
of the reportable events discussed in Item 304(a)(1)(v) of Regulation S-K
occurred with respect to the Company within the last two fiscal years and the
subsequent interim period to date.
The audit reports of Coopers & Lybrand LLP on the consolidated financial
statements of Ross Systems Inc. and subsidiaries as of and for the years ended
June 30, 1997 and 1996, did not contain any adverse opinion or disclaimer of
opinion nor were they qualified or modified as to any uncertainty, audit scope,
or accounting principle.
-2-
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused Amendment No. 1 to this report to be signed on its
behalf by the undersigned hereunder duly authorized.
ROSS SYSTEMS, INC.
Date: July 23, 1998
/s/ ROBERT B. WEBSTER
-----------------------------------
Robert B. Webster
Vice President and
Chief Financial Officer
-3-
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS (in accordance with Item 601 of Regulation S-K)
16.1 Letters Regarding Change in Certifying Accountant.
-4-
<PAGE>
ROSS SYSTEMS, INC.
Report on Form 8-K/A
dated July 23, 1998
(Amendment No. 1 to
Form 8-K
filed July 2, 1998)
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT NAME
- --------------------------------------------------------------------------------
16.1 Letters Regarding Change in Certifying Accountant.
-5-
<PAGE>
[COOPERS & LYBRAND LETTERHEAD]
June 29, 1998
Mr. Robert Webster
Chief Financial Officer
Ross Systems, Inc.
Two Concourse Parkway
Suite 800
Atlanta, Georgia 30328
Dear Mr. Webster:
This is to confirm that the client-auditor relationship between Ross Systems,
Inc. and Coopers & Lybrand L.L.P. has ceased.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
<PAGE>
[COOPERS & LYBRAND LETTERHEAD]
June 29, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Ross Systems, Inc. (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 for the month of July, 1998. 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.
<PAGE>
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 29, 1998, the board of directors of Ross Systems, Inc. (the
"Company") appointed Arthur Andersen LLP public accountants for the corporation
for the fiscal year ended June 30, 1998.
Effective July 1, 1998, Coopers & Lybrand LLP will merge with Price
Waterhouse & Company. The merger creates a potential independence conflict
within Coopers & Lybrand LLP as it relates to the Company and requires them to
withdraw from the audit engagement with the Company. Mr. J. Patrick Tinley, the
President of the Company and Mr. Gary O. Tinley, a Partner with Price Waterhouse
& Company in Atlanta are brothers. The board of directors accepted the
resignation of Coopers & Lybrand LLP effective June 29, 1998.
In connection with the audit of fiscal years ended June 30, 1997 and 1996
as well as interim procedures for the first three quarters of fiscal year
1998 and through the date of resignation, June 29, 1998, there were no
disagreements between Coopers & Lybrand LLP and the Company, with respect to
any matter of accounting principles or practice, financial statement disclosure,
or auditing scope or procedures, which disagreement if not resolved to Coopers
& Lybrand LLP's satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement. None
of the reportable events discussed in Item 304(a)(1)(v) of Regulation S-K
occurred with respect to the Company within the last two fiscal years and the
subsequent interim period to date.
The audit reports of Coopers & Lybrand LLP on the consolidated financial
statements of Ross Systems Inc. and subsidiaries as of and for the years ended
June 30, 1997 and 1996, did not contain any adverse opinion or disclaimer of
opinion nor were they qualified or modified as to any uncertainty, audit scope,
or accounting principle.
