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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): October 23, 1998
COREL CORPORATION
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(Exact name of Registrant as specified in its charter)
Canada
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(State or other jurisdiction of incorporation)
0-20562 Not Applicable
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(Commission (IRS Employer
File Number) Identification No.)
1600 Carling Avenue, Ottawa, Ontario, Canada K1Z8R7
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(Address of principal executive offices) (Zip code)
(613) 728-8200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On September 24, 1998, the Board of Directors (the "Board") of Corel
Corporation (the "Company"), pursuant to the recommendation of the Audit
Committee, approved a resolution authorizing management (i) to request the
resignation of KPMG Chartered Accountants ("KPMG") as the Company's independent
auditor and certifying accountant, (ii) to accept the resignation of KPMG
effective upon delivery thereof, and (iii) concurrent with the effective date of
KPMG's resignation, to engage PricewaterhouseCoopers ("PWC") as the Company's
independent auditor and certifying accountant upon such terms as may be
negotiated by management.
On October 23, 1998, the Company's management accepted the resignation of
KPMG. On October 23, 1998, the Company appointed PWC as the Company's
independent auditor and certifying accountant.
KPMG's reports with respect to the Company's financial statements for the
fiscal years ended November 30, 1996 and 1997 did not contain an adverse opinion
or a disclaimer of opinion and were not qualified as to uncertainty, audit scope
or accounting principles.
In connection with the audits of the Company's financial statements for
each of the two fiscal years ended November 30, 1996 and 1997 and in the interim
periods subsequent to November 30, 1997 preceding the date of KPMG's
resignation, there were no "disagreements", as that term is defined in Item
304 of Regulation S-K, with KPMG on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure which,
if not resolved to the satisfaction of KPMG would have caused KPMG to make
reference to the matter in their report.
The Company has authorized KPMG to respond fully to the inquiries of PWC as
the successor independent auditor and certifying accountant.
A letter from KPMG dated October 29, 1998 addressed to the Commission
is filed as an Exhibit to this Report. A letter from PWC dated October 29,
1998 addressed to the Commission is also filed as an Exhibit to this Report.
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ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
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16.1 Letter from KPMG re change in auditor and certifying accountant
16.2 Letter from PWC re change in auditor and certifying accountant
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: October 29, 1998
Corel Corporation
By: /s/ Michael O'Reilly
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Michael O'Reilly, Vice President
and Chief Financial Officer
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EXHIBIT 16.1
[KPMG CHARTERED ACCOUNTANTS LETTERHEAD]
October 29, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Corel Corporation
File No.: 0-20562
Dear Sir/Madam:
We have read Item 4 of the Form 8-K of Corel Corporation dated
October 23, 1998 and agree with the statements contained therein, except for
the information contained in the first paragraph and the second sentence of
the second and final paragraphs, about which we have no knowledge.
Very truly yours,
KPMG LLP
Chartered Accountants
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EXHIBIT 16.2
[PricewaterhouseCoopers letterhead]
Securities and Exchange Commission
450 5/th/ Street, N.W.
Washington, D.C. 20549
October 29, 1998
Subject: Corel Corporation File No.: 0-20562
Dear Sir/Madam:
We have read Item 4, Changes in Registrants' Certifying Accountant, of the
Form 8-K of Corel Corporation dated October 23, 1998 and agree with the
statements contained in the Report to the extent of our knowledge of the
matters therein described.
Yours very truly,
PricewaterhouseCoopers LLP
Chartered Accountants
