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
September 20, 1999
(Date of earliest event reported)
PEERLESS SYSTEMS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 000-21287 95-3732595
(State of (Commission File No.) (IRS Employer
incorporation or Identification No.)
organization)
2381 Rosecrans Avenue
El Segundo, CA
(Address of principal executive offices)
90245
(zip code)
(310) 536-0908
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On September 20, 1999, the registrant dismissed
PricewaterhouseCoopers LLP ("PwC"), the independent accounting firm which
the registrant previously engaged as the principal accounting firm to audit
the registrant's financial statements. PwC's report on the registrant's
consolidated financial statements for either of the past two years did not
contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope, or accounting
principles. On September 16, 1999, the Audit Committee of the registrant's
Board of Directors approved the decision to dismiss PwC. During the
registrant's two most recent fiscal years and the period from the end of
its most recent fiscal year through the date of dismissal, there were no
disagreements with PwC 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 PwC, would have
caused it to make reference to the subject matter of the disagreements in
connection with its report.
On September 21, 1999, the registrant engaged Ernst & Young LLP as the
principal accountant to audit the registrant's consolidated financial
statements. The Audit Committee of the registrant's Board of Directors
approved this engagement on September 16, 1999. During the registrant's
two most recent fiscal years and the period from the end of its most recent
fiscal year to September 20, 1999, the registrant did not consult Ernst &
Young LLP regarding either (i) the application of accounting principles to
a specified transaction, either complete or proposed or (ii) the type of
audit opinion that might be rendered on the registrant's consolidated
financial statements.
The registrant has provided PwC with a copy of the above
disclosures. PwC has furnished the registrant with a letter addressed to
the Commission stating that PwC agrees with the above disclosures. A copy
of this letter is attached as Exhibit 16.1 to this Current Report on Form
8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
16.1 Letter from PricewaterhouseCoopers LLP
SIGNATURE
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, thereto duly authorized.
PEERLESS SYSTEMS CORPORATION
By: /s/ Carolyn Maduza
--------------------------------
Name: Carolyn Maduza
Title: Chief Financial Officer
Date: September 24, 1999
EXHIBIT INDEX
Exhibit Description
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16.1 Letter from PricewaterhouseCoopers LLP
EXHIBIT 16.1
[Letterhead of PricewaterhouseCoopers LLP]
September 24, 1999
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Peerless Systems Corporation, 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 September 20, 1999. We
agree with the Company's statements concerning our firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
