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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):
FEBRUARY 1, 2000
SEGUE SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-27794 95-4188982
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
201 SPRING STREET, LEXINGTON, MASSACHUSETTS 02421
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
781-402-1000
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous Independent Accountants
(i) On February 1, 2000, PricewaterhouseCoopers LLP resigned as the
independent accountants of the Registrant for the fiscal year ended December 31,
1999.
(ii) The reports of PricewaterhouseCoopers LLP on the Registrant's
financial statements for the past two fiscal years ended December 31, 1998 and
1997 contained no adverse opinion or disclaimer of opinion and were not
qualified as to uncertainty, audit scope or accounting principle.
(iii) In connection with its audits for the two most recent fiscal
years and through February 7, 2000 there have been no disagreements with
PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP
would have caused them to make reference thereto in their report on the
financial statements for such years.
(iv) During the two most recent fiscal years and through February 7,
2000, there have been no reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K), except that the Registrant announced on February 7, 2000 that
it will revise the amount of the charge initially recorded in the fourth quarter
of 1997 for in-process research and development resulting from its acquisition
of SQLBench. The revision will result in the restatement of the Registrant's
financial statements in its Annual Reports on Form 10-K for the years ended
December 31, 1997 and 1998 and its Quarterly Reports on Form 10-Q for the first
three quarters in each of 1998 and 1999.
(v) The Registrant has requested that PricewaterhouseCoopers LLP
furnish it with a letter addressed to the Securities Exchange Commission stating
whether or not it agrees with the above statements. A copy of such letter dated
February 7, 2000 is filed as an exhibit to this Current Report on Form 8-K.
(b) New Independent Accountants
(i) The Registrant engaged Grant Thornton LLP as its new independent
accountants as of February 1, 2000. The engagement was approved by the Audit
Committee of the Registrant's Board of Directors. During the two most recent
fiscal years and the interim period through February 1, 2000, the Registrant did
not consult with Grant Thornton LLP regarding either (i) the application of
accounting principles to a specified transaction, either completed or proposed,
(ii) the type of audit opinion that might be rendered on the Registrant's
financial statements, or (iii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
16.1 Letter of PricewaterhouseCoopers LLP to the Securities and Exchange
Commission dated February 7, 2000
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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.
Date: February 8, 2000 SEGUE SOFTWARE, INC.
By: /s/ Stephen B. Butler
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Stephen B. Butler
Chief Executive Officer and President
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EXHIBIT 16.1
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February 7, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Segue Software, 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 filed February 8, 2000. We
agree with the statements concerning our firm in such Form 8-K.
/s/ PricewaterhouseCoopers LLP
