SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 13(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 1998
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-14076 22-3270045
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
3 Oak Road, Fairfield, New Jersey 07004
(Address of principal executive offices) (Zip Code)
(973) 808-1992
(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant.
On February 11, 1998, the Board of Directors (the "Board") of Software
Publishing Corporation Holdings, Inc. (the "Company"), acting upon the
recommendation of the Audit Committee of the Board, determined to replace Ernst
& Young LLP ("Ernst & Young") as the independent auditors of the Company's
financial statements and appointed Richard A. Eisner & Company, LLP ("Eisner")
as the Company's new independent auditors engaged as the principal accountant to
audit the Company's financial statements, commencing with the Company's fiscal
year ended December 31, 1997. The reports of Ernst & Young for either of the
past two years did not contain an adverse opinion or a disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope or accounting
principles. There were no disagreements with Ernst & Young requiring disclosure
pursuant to Item 304(a)(1)(iv) of Regulation S-K, nor were there any reportable
events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K. In
addition, during the Company's two most recent fiscal years and through the date
hereof, neither the Company nor anyone acting on the Company's behalf consulted
with Eisner on matters which would require disclosure pursuant to Item 304(a)(2)
of Regulation S-K. The Company has requested Ernst & Young to furnish it a
letter addressed to the Commission stating whether it agrees with the above
statements and Ernst & Young has done so.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Listed below are all exhibits to this Current Report on Form 8-K.
Exhibit
Number Description
99.1 Letter to Ernst & Young, dated February 11, 1998, forwarded in
accordance with Item 304(a)(3) of Regulation S-K.
99.2 Letter from Ernst & Young, dated February 13, 1998, received by the
Company
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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.
SOFTWARE PUBLISHING
CORPORATION HOLDINGS, INC.
By: /s/ Mark E. Leininger
Mark E. Leininger
President and Chief Operating Officer
Dated: February 17, 1998
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
99.1 Letter to Ernst & Young, dated February 11, 1998, forwarded in
accordance with Item 304(a)(3) of Regulation S-K.
99.2 Letter from Ernst & Young, dated February 13, 1998, received by the
Company
SOFTWARE PUBLISHING CORPORATION HOLDINGS, INC.
3 Oak Road
Fairfield, New Jersey 07004
(973) 808-1992
February 11, 1998
VIA FEDERAL EXPRESS
Ernst & Young LLP
99 Wood Avenue South
Iselin, New Jersey 08830
Gentlemen:
Enclosed herewith is a copy of the Current Report on Form 8-K (Date of
Report: February 11, 1998) of Software Publishing Corporation Holdings, Inc.
(the "Company") which includes, among other things, disclosure of the fact that
the Company has determined to replace Ernst & Young, LLP as the independent
accountants to audit the Company's financial statements. It is anticipated that
the Form 8-K will be filed with the Securities and Exchange Commission (the
"Commission") on February 13, 1998, or as soon thereafter as practicable. This
letter is being furnished to you pursuant to the requirements of Item 304(a)(3)
of Regulation S-X. The Company requests that you furnish the Company with a
letter, addressed to the Commission, stating whether you agree with the
statements made by the Company in the Form 8-K in response to Item 304(a) and,
if not, state the respects to which Ernst & Young does not agree.
Very truly yours,
SOFTWARE PUBLISHING
CORPORATION HOLDINGS, INC.
By:/s/ Mark E. Leininger
Mark E. Leininger
President and Chief Operating Officer
ERNST & YOUNG LLP
MetroPark
99 Wood Avenue South
Post Office Box 751
Iselin, New Jersey 08830-0471
Phone: 732 906 3200
February 13, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated February 11, 1998 of Software
Publishing Corporation Holdings, Inc. and are in agreement with the statements
contained in the second and third sentences therein. We have no basis to agree
or disagree with other statements of the registrant contained therein.
/s/ Ernst & Young, LLP
Ernst & Young, LLP
