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) January 5, 2000
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SPECTRIAN CORPORATION
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(Exact Name of the Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-24360 77-0023003
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(Commission File Number) (I.R.S. Employer Identification No.)
350 West Java Drive, Sunnyvale, California 94089
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(Address of Principal Executive Offices) (Zip Code)
(408) 745-5400
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(Registrant's Telephone Number, Including Area Code)
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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.
On January 5, 2000, Spectrian Corporation (the "Company") dismissed
KPMG LLP ("KPMG") as the Company's independent public accountants, a capacity in
which the firm had served for several years, and on such date also selected
PricewaterhouseCoopers LLP ("PWC") to replace KPMG in this role. The decision to
change the Company's independent accountants was approved by the Company's full
Board of Directors.
During the Company's two most recent fiscal years and the subsequent
interim period preceding the change in accountants, there were no disagreements
with KPMG 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 KPMG, would have caused KPMG to make
reference to the subject matter of the disagreements in connection with its
reports on the Company's financial statements for the two most recent fiscal
years. In addition, KPMG's reports on the financial statements of the Company
for the past two years contained unqualified opinions.
KPMG's letter to the Audit Committee related to its audit of the
Company's consolidated financial statements of the fiscal year ended March 31,
1999 included two reportable conditions that (1) the Company was not reconciling
certain balance sheet accounts maintained in the general ledger on a monthly
basis and (2) the reduced production of the Company's products in the fiscal
year ended March 31, 1999 resulted in an under absorption of overhead and the
resulting variances were not adequately allocated between cost of sales and
inventory on hand. The Company believes it has resolved these reportable
conditions noted above. The subject matter of the reportable conditions were
discussed with the Company's Audit Committee as were the subsequent remedial
actions taken and the informal assessments by KPMG of those actions in
subsequent interim periods.
The Company has authorized KPMG to respond fully to the inquiries of
PWC. The Company also provided KPMG with a copy of the disclosures it is making
in this Item 4. KPMG has furnished the Company with a letter addressed to the
Commission stating that it agrees with the statements made by the Company
herein. The Company has filed a copy of KPMG's letter as Exhibit 99.1 to this
Report and is hereby incorporated by reference herein.
During the two most recent fiscal years and through the date of this
report, the Company has not consulted with PWC on items which (i) were or should
have been subject to SAS 50 or (ii) concerned the subject matter of a
disagreement or reportable event with KPMG as described in Item 304(a)(2) of
Regulation S-K. PWC currently advises the Company on federal, state and local
tax matters.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
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99.1 Letter from KPMG LLP dated January 10, 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.
Dated: January 10, 2000
SPECTRIAN CORPORATION
By: /s/ Garrett A. Garrettson
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Garrett A. Garrettson
President and Chief Executive
Officer
By: /s/ Michael D. Angel
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Michael D. Angel
Executive Vice President, Finance
and Administration, Chief Financial
Officer and Secretary
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<PAGE>
SPECTRIAN CORPORATION
FORM 8-K
INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Letter of KPMG LLP dated January 10, 2000
Exhibit 99.1
January 10, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously independent auditors for Spectrian Corporation (the
Company) and, under the date of April 29, 1999, we reported on the consolidated
financial statements of the Company and its subsidiaries as of and for each of
the years in the three year period ended March 31,1999. On January 5, 2000, our
appointment as the Company's independent auditors was terminated. We have read
the Company's statements included under Item 4 of its Form 8-K dated January 7,
2000, and we agree with such statements, except that we are not in a position to
agree or disagree with the Company's statements that (i) the change of the
Company's independent auditors was approved by the Company's full board of
directors, (ii) the Company has resolved the reportable conditions described in
paragraph 3 of Item 4, (iii) the Company has not consulted with
PricewaterhouseCoopers LLP (PWC) on items which were or should have been subject
to SAS50, or which concerned the subject matter of a disagreement or a
reportable event with KPMG as described in Item 304(a)(2) of Regulation S-K, and
(iv) PWC currently advises the Company on Federal, state, and local tax matters.
Very truly yours,
/s/ KPMG LLP
KPMG LLP
