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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported): Commission File Number:
JANUARY 2, 1997 0-22172
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MIDISOFT CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1345532
(State of incorporation) (I.R.S. Employer
Identification Number)
1605 N.W. SAMMAMISH ROAD
ISSAQUAH, WASHINGTON 98027
206/391-3610
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(Address of principal executive
offices and telephone number)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a)(1) Previous independent accountants.
(i) Midisoft Corporation (the "Company") dismissed Price Waterhouse
LLP (the "Former Accountants") as its independent accountants on
January 2, 1997.
(ii) The Former Accountants reported on the Company's financial
statements for the fiscal years ended October 31, 1994 and 1995.
The reports of the Former Accountants on the financial statements
for such years contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
(iii) The Company's Board of Directors approved the dismissal of the
Former Accountants and the selection of Ernst & Young LLP as the
Company's new accountants.
(iv) Except as described below, during the Company's fiscal years
ended December 31, 1994 and 1995, and through the date of this
report, there were no disagreements with the Former
Accountants on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope
or procedure, which disagreements if not resolved to the
satisfaction of the Former Accountants would have caused them
to make reference thereto in their report on the financial
statements for such years. In connection with their audit of
the Company's financial statements for fiscal year 1994, the
Former Accountants advised the Company and the Company's
former management that they disagreed with the Company
recognizing revenue for certain OEM contracts. The
disagreement was discussed by the Former Accountants with the
Company's former management and with the Company's Board of
Directors and the matter was resolved to the Former
Accountants' satisfaction.
Except as described below, during the fiscal years ended
December 31, 1994 and 1995 and through the date of this
report, the Former Accountants did not advise the Company with
respect to the matters described in paragraphs (a)(1)(vi)(B)(1)
through (3) of Item 304 of Regulation S-B. In connection with
the Former Accountants' audit of the Company's financial
statements for fiscal year 1994 subsequent to original
issuance of the financial statements, information came to the
attention of the Former Accountants which caused them to
perform additional procedures which resulted in their
unwillingness to rely upon the representations of the
Company's former management regarding the December 31, 1994
financial statements, and to expand the scope of their audit
work. These matters were discussed with the Company's former
management and the Company's Board of Directors. The Former
Accountants' further audit work led to a restatement of the
Company's financial statements for the year ended December 31,
1994 to reverse certain revenue previously recognized in the
Company's 1994 financial statements in a manner satisfactory
to the Former Accountants. The Former Accountants also
advised the Board of Directors and former management of
matters considered to be reportable conditions related to
internal accounting controls under standards established by
the AICPA. These matters related to the Company's policies
and procedures for recognizing revenue in its financial
statements. The Company's current management has adopted and
implemented additional internal accounting controls to address
these matters, and the Former Accountants have not issued any
subsequent reports to the Company which include reportable
conditions.
Each of the events described in this report occurred prior to
the appointment of the Company's existing executive officers.
In particular, the Company's executive officers at the time of
each of the events described herein consisted of Raymond Bily,
Chairman; Ronald Risdon, President, and Calvin Dyer, Chief
Financial Officer.
The Company has authorized the Former Accountants to respond
fully to any inquiries of Ernst & Young LLP concerning the
subject matter of the events described above.
(a)(2) The Registrant engaged Ernst & Young LLP, as its new independent
accountants effective January 2, 1997. During the two fiscal years
preceding its appointment and through the date hereof, the Company had
not consulted with Ernst & Young LLP on items regarding:
(i) The application of accounting principles to a specific completed
or contemplated transaction, or the type of audit opinion that
might be rendered on the Company's financial statements; there
was no written or oral advice provided that was an important
factor in reaching a decision as to any accounting, auditing or
financial reporting issue; or
(ii) Any matter that was the subject of a disagreement or event
required to be identified pursuant to paragraph (a)(1)(iv) of
Item 304 of Regulation S-B.
(a)(3) The Company has provided the Former Accountants with a copy of the
foregoing disclosures and has requested in writing that the Former
Accountants furnish it with a letter addressed to the SEC stating
whether or not it agrees with such disclosures. A copy of such letter
is filed as an exhibit to this report in accordance with Item 601
of Regulation S-B.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) The letter of the Former Accountants is filed as an exhibit to this
report in accordance with the provisions of Item 601 of Regulation S-B.
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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.
MIDISOFT CORPORATION
Date: January 9, 1997 By: /s/ MELINDA A. BRYDEN
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Melinda A. Bryden, Chief Financial Officer
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[Letterhead]
January 9, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
MIDISOFT CORPORATION
We have read Item 4 of Midisoft Corporation's Form 8-K dated January 9, 1997
and are in agreement with the statements contained in paragraph 4(a) therein.
Yours very truly,
/s/ Price Waterhouse LLP
