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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 17, 1999
STARBASE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-25612 33-0567363
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
4 Hutton Centre Drive, Suite 800
Santa Ana, California 92707
(Address of Principal Executive Offices) (Zip Code)
(714) 445-4400
(Registrant's telephone number, including area code)
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This Current Report on Form 8-K is filed by StarBase Corporation, a
Delaware corporation (the "Company"), in connection with the matters described
herein.
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On March 17, 1999, StarBase Corporation dismissed
PricewaterhouseCoopers LLP as its independent accountants.
(ii) The reports of PricewaterhouseCoopers LLP on the
financial statements for the past two fiscal years contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle, except that such reports contain an
explanatory paragraph relating to the ability of StarBase Corporation to
continue as a going concern.
(iii) The Registrant's Audit Committee participated in and
approved the decision to change independent accountants.
(iv) In connection with its audits for the two most recent
fiscal years and through March 17, 1999, 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.
(v) During the two most recent fiscal years and through March
17, 1999, there have been no reportable events (as defined in Regulation S-K
Item 304(a)(1)(v)).
(vi) The Registrant has requested that PricewaterhouseCoopers
LLP furnish it with a letter addressed to the SEC stating whether or not it
agrees with the above statements. A copy of such letter, dated March 23, 1999,
is filed as Exhibit 16 to this Form 8-K.
(b) New independent accountants
(i) The Registrant engaged Deloitte & Touche LLP as its new
independent accountants as of March 17, 1999. During the two most recent fiscal
years and through March 17, 1999, the Registrant has not consulted Deloitte &
Touche LLP regarding either (i) 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 Registrant's financial statements, and
either a written report was provided to the Registrant or oral advice was
provided that Deloitte & Touche LLP concluded was an important factor considered
by the Registrant in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) 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).
Item 7. Exhibits
16.1 Letter 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.
STARBASE CORPORATION
(Registrant)
March 23, 1998 By: /s/ Douglas S. Norman
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Date Douglas S. Norman
Director of Finance
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit No. Description
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16.1
Letter from PricewaterhouseCoopers LLP regarding change in
certifying accountant.
Exhibit 16.1
[PricewaterhouseCoopers Letterhead]
March 23, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
StarBase Corporation
We have read Item 4 of StarBase Corporation's Form 8-K dated March 23,
1999 and are in agreement with the statements contained in paragraph 4(a)
therein.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
