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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 "KPMG"), the Company's
independent public accounting firm, resigned effective immediately. In KPMG's
letter of resignation, KPMG stated that it had "a disagreement with management
of the Company regarding the methodology used for software revenue
recognition." In its letter of resignation, KPMG also advised the Company that
it concluded that it could no longer rely on management's representations and
that it was unwilling to be associated with the financial statements prepared
by management.
On August 19, 1998, two days before KPMG's resignation, the Company's
Audit Committee met with KPMG to discuss the Company's software revenue
recognition policies and KPMG's concerns about the quality of the financial
information which had been presented by management to the Audit Committee and
to KPMG. During that meeting, the Audit Committee advised KPMG that the Audit
Committee (and not management) had the exclusive decision-making authority and
duties with respect to the Company's financial statements. The Audit Committee
advised KPMG that it agreed with KPMG as to KPMG's preliminary assessment of
these matters and discussed the steps that should be implemented to resolve
these issues, including a restatement of the Company's interim financial
statements.
The Company is not aware of any other disagreements with KPMG on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure between June 30, 1996 and the date of KPMG's
resignation, which disagreements, if not resolved to the satisfaction of KPMG,
would have caused KPMG to make a reference thereto in its reports.
KPMG'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. KPMG's resignation was not recommended or approved by
the Company's Board of Directors or any committee thereof.
The Company has authorized KPMG 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
16.1 Letter, dated August 21, 1998, from KPMG Peat Marwick LLP to
the Company (filed previously).
16.2 Letter, dated November 3, 1998, from KPMG Peat Marwick LLP to
the Company.
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/ Terrence A. Zielinski
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Name: Terrence A. Zielinski
Title: Chief Financial Officer
Dated: November 2, 1998
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EXHIBIT 16.2
KPMG PEAT MARWICK LLP
One Biscayne Tower Telephone 305-358-2300
Suite 2900
2 South Biscayne Blvd.
Miami, FL 33131
November 3, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for CyberGuard Corporation and, under
the date of September 23, 1997, we reported on the consolidated financial
statements of CyberGuard Corporation and subsidiaries as of June 30, 1997 and
1996 and the related consolidated statements of operations, shareholders'
equity and cash flows for the year ended June 30, 1997, the nine months ended
June 30, 1996 and the year ended September 30, 1995. On August 21, 1998, we
resigned as principal accountants. We have read CyberGuard Corporation
statements included under Item 4 of its Form 8-K/A dated November 3, 1998, and
we agree with such statements except we are not in a position to agree or
disagree with CyberGuard Corporation's statement that our resignation was not
recommended or approved by their Board of Directors or any committee thereof.
Very truly yours,
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
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