PROPHET 21 INC
8-K, 2000-02-08
COMPUTER INTEGRATED SYSTEMS DESIGN
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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
                                                         ----------------


                                Prophet 21, Inc.
              ----------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


        Delaware                    0-23306                     23-2746447
- --------------------------------------------------------------------------------
(State or Other Jurisdiction   (Commission File Number)       (IRS Employer
      of Incorporation)                                    Identification No.)


19 West College Avenue, Yardley, Pennsylvania                        19067
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip Code)


                                 (215) 493-8900
                        ---------------------------------
                         (Registrant's telephone number,
                              including area code)



         --------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>

     ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     On  January  26,  2000,   Prophet  21,  Inc.   (the   "Company")   informed
PricewaterhouseCoopers  LLP ("PWC"), the Company's independent accountants since
February of 1993,  of its  decision  to retain  KPMG LLP as its new  independent
accountants effective upon the termination the Company's  relationship with PWC.
Thereafter,   on  February  1,  2000,  PWC  confirmed  the  termination  of  its
relationship with the Company. In connection with its audits for each of the two
years  in the  period  ended  June  30,  1999  and  thereafter,  there  were  no
disagreements with the prior auditors on any matters of accounting principles or
practices,  financial statement disclosure, or auditing scope or procedures. The
prior auditors' report on the Company's financial statements for each of the two
years in the  period  ended  June 30,  1999  contained  no  adverse  opinion  or
disclaimer of opinion and was not modified or qualified as to uncertainty, audit
scope, or accounting principles. The decision to change accountants was approved
by both the Audit  Committee of the Board of Directors  and by the full Board of
Directors of the Company.

     ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)  Financial Information of Businesses Acquired.

          Not applicable.

(b)  Pro Forma Financial Information.

          Not applicable.

(c)  Exhibits.

          Exhibit No.               Description of Exhibit
          -----------               ----------------------

              16 *                  Letter re: Change in Certifying Accountants.


*  To be filed by amendment.


                                     - 2 -
<PAGE>

                                   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.


                                          Prophet 21, Inc.



                                          By:/s/Charles L. Boyle, III
                                             -----------------------------------
                                             Charles L. Boyle, III, President
                                              and Chief Executive Officer
                                              (Principal Executive Officer)


Date: February 8, 2000



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