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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) AUGUST 21, 2000
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QRS CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 0-21958 68-0102251
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1400 MARINA WAY SOUTH, RICHMOND, CALIFORNIA 94804
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 215-5000
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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
(a) Resignation of Independent Accountants
(i) On August 21, 2000, QRS Corporation (the "Company") was informed by
Deloitte & Touche LLP ("D&T") that D&T resigned as the Company's independent
accountants.
(ii) D&T's reports on the Company's consolidated financial statements
for the two fiscal years ended December 31, 1998 and 1999, respectively, did not
contain an adverse opinion or disclaimer of opinion, nor were such reports
qualified or modified as to uncertainty, audit scope or accounting principles.
(iii) Neither the Company's Board of Directors nor the Audit Committee
recommended or approved D&T's resignation. The Company is engaged in the process
of selecting a new independent accounting firm to audit the Company's financial
statements. The Company has authorized D&T to respond fully to any inquiries
made by any successor accountants, including with respect to the accounting
disagreement described in paragraph (a)(iv) below.
(iv) During the Company's two fiscal years ended December 31, 1999 and
through August 21, 2000, there were no disagreements with D&T on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of D&T, would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its reports, except the following which D&T
discussed with the Company's Audit Committee on February 22, 2000:
As reported in Note 7 to the Financial Statements included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999, on
December 30, 1999 the Company and Comm Press, Inc., a.k.a. bTrade ("bTrade")
entered into two concurrent transactions in which the Company licensed its
Keystone catalog software to bTrade for $3,000,000, which the Company proposed
to recognize as revenue in 1999, and bTrade licensed its messaging software to
the Company for $4,000,000, which the Company proposed to capitalize and
amortize over the three-year term of the license agreement. Upon review of
documentation and discussion with management in connection with its audit of the
Company's financial statements for the fiscal year ended December 31, 1999, D&T
determined that the proposed accounting was not appropriate and recommended that
the two transactions be recorded net of each other with the resulting $1,000,000
asset amortized over the three-year term of the bTrade Agreement. As set forth
in said Note 7 to the 1999 Financial Statements, the Company recorded the
transaction as recommended by D&T in its financial statements for the fiscal
year ended December 31, 1999.
(v) During the Company's two fiscal years ended December 31, 1999 and
through August 21, 2000, there were no "Reportable Events" (hereinafter defined)
requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K. As used
herein, the term "Reportable Event" means any of the items listed in paragraphs
(a)(1)(v)(A) through (D) of item 304 of Regulation S-K.
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(vi) The Company has requested that D&T furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements. A copy of such letter, dated August 28, 2000,
is attached hereto as Exhibit 16.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
The following documents are filed as exhibits to this report:
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<S> <C>
16. Letter, dated August 28, 2000, from
Deloitte & Touche LLP to the Securities and
Exchange Commission
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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 thereunto duly authorized.
QRS CORPORATION
Date: August 28, 2000 \s\ SHAWN O'CONNOR
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President
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EXHIBIT INDEX
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Exhibit
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16. Letter, dated August 28, 2000, from
Deloitte & Touche LLP to the Securities and
Exchange Commission
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