PEOPLESOFT INC
8-K, 2000-06-27
PREPACKAGED SOFTWARE
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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 21, 2000




                                PEOPLESOFT, INC.
               (Exact Name of Registrant as Specified in Charter)





                                     0-20710
                            (Commission File Number)

<TABLE>
<S>                                                   <C>
           DELAWARE                                        68-0137069
  (State or Other Jurisdiction                          (I.R.S. Employer
      of Incorporation)                               Identification Number)
</TABLE>


                               4460 HACIENDA DRIVE
                              PLEASANTON, CA 94588
               (Address of Principal Executive Offices) (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (925) 694-3000

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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

     (a)  Previous independent accountants

          (i)  On June 21, 2000, PeopleSoft Inc. ("the Registrant") terminated
               its relationship with Ernst & Young LLP as the independent
               accountants of the Registrant.

          (ii) The reports of Ernst & Young LLP on the Registrant's financial
               statements for the past two fiscal years did not contain an
               adverse opinion or disclaimer of opinion, and were not qualified
               or modified as to uncertainty, audit scope, or accounting
               principles.

          (iii) The decision to change accountants was approved by the Audit
               Committee of the Registrant.

          (iv) During the two most recent fiscal years and through June 21,
               2000, there were no disagreements between the Registrant and
               Ernst & Young LLP as to any matter of accounting principles or
               practices, financial statement disclosure, or audit scope or
               procedure, which disagreements, if not resolved to the
               satisfaction of Ernst & Young LLP, would have caused it to make
               reference to the subject matter of the disagreement in their
               reports on the financial statements for such periods within the
               meaning of Item 304 (a)(1)(iv) of Regulation S-K.

          (v)  During the two most recent fiscal years and through June 21,
               2000, no reportable events occurred (as defined in Item 304
               (a)(1)(v) of Regulation S-K).

          Ernst & Young LLP has furnished the Registrant with a letter addressed
          to the Commission stating that it agrees with the above statements. A
          copy of this letter is included as Exhibit 16 to this Report on Form
          8-K.

     (b)  New independent accountants

          The Registrant engaged Arthur Andersen LLP as its new independent
          accountants as of June 21, 2000. The Registrant has not consulted with
          Arthur Andersen LLP prior to its engagement regarding the application
          of accounting principles to a specified transaction, either completed
          or proposed, the type of audit opinion that might be rendered on the
          Registrant's financial statements or any matter that was either the
          subject of a disagreement or a reportable event within the meaning of
          Item 304 (a)(1) of Regulation S-K.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

          (16) Letter regarding change in certifying accountants.

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                                   SIGNATURES

     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.

Dated as of:  June 27, 2000

                                       PEOPLESOFT, INC.


                                       By: /s/ Stephen F. Hill
                                          ---------------------------------
                                          Stephen F. Hill
                                          Sr. Vice President and
                                          Chief Financial Officer

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                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibits                       Description
--------                       -----------
  <S>         <C>
  (16)        Letter regarding change in certifying accountants.
</TABLE>



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