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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): AUGUST 21, 1998
CYBERGUARD CORPORATION
(Exact name of Registrant as specified in its charter)
2000 W. COMMERCIAL BLVD., SUITE 200, FT. LAUDERDALE, FLORIDA 33309
(address of principal offices)
954-958-3900
(Registrant's telephone number)
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Incorporation under the laws of the Commission File Number I.R.S. Employer Identification Number
STATE OF FLORIDA 0-24544 65-0510339
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On August 21, 1998, KPMG Peat Marwick LLP (the "Accountant"), the
Company's independent public accounting firm resigned, effective immediately. A
copy of the Accountant's letter of resignation is attached as Exhibit 99.
The Accountant's reports on the financial statements for the Company
for the past two years did not contain any adverse opinion or disclaimer of
opinion and such reports were not qualified or modified as to uncertainty, audit
scope or accounting principles. The Accountant's resignation was not recommended
or approved by the Company's Board of Directors or any committee thereof.
Despite the purported disagreement referenced in Exhibit 99, since June
30, 1996, the Company is not aware of any disagreements with the Accountant on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of the Accountant, would have caused the Accountant to make a
reference thereto in its reports.
In its letter resignation, the Accountant also advised the Company that
it concluded that it could no longer rely on management's representations and
that it is unwilling to be associated with the financial statements prepared by
management.
The Accountant has declined to discuss the foregoing with the Board of
Directors or any committee thereof. The Company has authorized the Accountant to
respond fully to the inquiries of any successor accountant concerning the
subject matter of the foregoing.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99 Letter, dated August 21, 1998, from KPMG Peat Marwick LLP to the
Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
CYBERGUARD CORPORATION
By: /s/ C. Shelton James
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Name: C. Shelton James
Title: Chairman of the Board and
Acting Chief Executive Officer
Dated: August 27, 1998
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EXHIBIT 99
KPMG Peat Marwick LLP
One Biscayne Tower Telephone 305 358 2300 Telefax 305 577 0544
Suite 2900
2 South Biscayne Boulevard
Miami, FL 33131
August 21, 1998
Mr. C. Shelton James
Chairman of the Audit Committee
Cyberguard Corporation
2000 West Commercial Boulevard
Suite 200
Ft. Lauderdale, Florida 33309
Gentlemen:
This letter is to formally communicate the following statements and actions:
We have a disagreement with management of the Company regarding the methodology
used for software revenue recognition.
We hereby advise you that we have concluded that we can no longer rely on
management's representations and KPMG is unwilling to be associated with the
financial statements prepared by management. Accordingly, effective immediately
we are resigning as independent auditors for the Company.
We strongly recommend that the Company promptly consult with its legal counsel
regarding any disclosure obligations it may have under the federal securities
laws, or otherwise, with respect to the Company's stated intent to restate
certain of its quarterly financial statements.
Very truly yours,
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
cc: Chief Accountant
Securities and Exchange Commission
Mr. Robert Carberry - Cyberguard Corporation
Mr. Brian Foremny - Cyberguard Corporation
South Florida Business Unit
Member Firm of
Klynveld Peat Marwick Goerdeler Miami Fort Lauderdale West Palm Beach
