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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): JANUARY 25, 1999
COMMISSION FILE NUMBER 0-22718
ZAMBA CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE #41-1636021
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7301 OHMS LANE, SUITE 200, MINNEAPOLIS, MINNESOTA 55439
(Address of principal executive offices, including zip code)
(612) 832-9800
(Registrant's telephone number, including area code)
__________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
PricewaterhouseCoopers LLP ("PwC") has resigned as the Company's
independent accountant as of January 25, 1999. The Company will be entering
into a contract with the information technology consulting practice of PwC. As
a result, PwC has advised that it would no longer be considered independent with
respect to the Company under interpretations of the Securities and Exchange
Commission and professional standards. The Company is currently in the process
of interviewing other "Big 5" accounting firms to replace PwC, and expects to
announce its new independent accountants soon. The audit committee of the Board
of Directors of the Company will approve the successor to PwC as the Company's
independent accountants.
The reports of PwC on the financial statements of the Company for the years
ended December 31, 1997, and 1996, did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
In connection with the audits of the Company's financial statements for the
years ended December 31, 1997, and 1996, and through January 25, 1999, there
were no "reportable events" as that term is described in Item 304(a)(1)(v) of
Regulation S-K, and there were no disagreements between the Company and PwC on
any matters of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of PwC would have caused PwC to make reference to the matter
in their reports on the financial statements for such years.
During the years ended December 31, 1997, and 1996, and through January 25,
1999, the Company has not consulted with another accountant regarding the
application of accounting principles to a specified transaction either completed
or proposed, or the type of audit opinion that might be rendered on the
Company's financial statements, or any matters described above.
The Company has requested that PwC furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of such letter, dated January 26, 1999, is filed as Exhibit
16.1 to this Form 8-K.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
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Exhibit No. Description
<S> <C>
16.1 Letter dated January 26, 1999, from PricewaterhouseCoopers
LLP regarding change in certifying accountant.
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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 thereunto duly authorized.
ZAMBA CORPORATION,
By: /s/ Paul D. Edelhertz
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Paul D. Edelhertz
President and Chief Executive Officer
Dated: January 26, 1999
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EXHIBIT INDEX
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No. Page Exhibit
<S> <C> <C>
16.1 5 Letter dated January 26, 1999, from PricewaterhouseCooopers
LLP regarding change in certifying accountant.
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January 26, 1999
Securities and Exchange Commission
450 5th Street NW
Washington, D.C. 20549
Commissioners:
We have read the statements made by Zamba Corporation (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 dated January 25, 1999. We agree with the
statements concerning our Firm in such Form 8-K.
We have no basis to agree or disagree with the Company's disclosures regarding
interviewing other firms set forth in the first paragraph or those disclosures
set forth in the fourth paragraph.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
