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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 11, 1999
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
CYBERGUARD CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMISSION FILE NUMBER: 0-24544
FLORIDA 65-0510339
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
2000 WEST COMMERCIAL BOULEVARD, SUITE 200, FORT LAUDERDALE, FLORIDA 33309
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(954) 958-3900
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 11, 1999, CyberGuard Corporation (the "Company") appointed the
accounting firm of Grant Thornton LLP as the Company's independent accountants
for fiscal year 2000 and dismissed PricewaterhouseCoopers LLP effective with
such appointment. The decision to dismiss PricewaterhouseCoopers LLP and appoint
Grant Thornton LLP was approved by the Audit Committee of the Company's Board of
Directors.
PricewaterhouseCoopers LLP's reports on the financial statements for the past
two fiscal 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. The Company has never had any disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure. During the
course of performing services regarding the two most recent fiscal years,
PricewaterhouseCoopers LLP advised the Company and its Audit Committee that the
internal controls necessary for the Company to develop reliable financial
statements did not exist. No disagreements arose regarding these matters. Upon
the deficiencies in accounting controls being identified, the Company's Chief
Financial Officer began addressing and correcting these deficiencies. The
Company has authorized PricewaterhouseCoopers LLP to respond fully to the
inquiries of Grant Thornton LLP concerning this subject matter and any other
matters relating to the Company or its financial reporting.
The Company has provided PricewaterhouseCoopers LLP with a copy of this
disclosure and has requested that PricewaterhouseCoopers LLP furnish it with a
letter addressed to the SEC stating whether it agrees with the above statements.
Such letter is filed as Exhibit 16.1 to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibit is filed with this report:
Exhibit No. Description
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16.1 Letter regarding Change in Certifying Accountant
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on behalf
of the undersigned, thereunto duly authorized.
CYBERGUARD CORPORATION
By: /s/ DAVID R. PROCTOR
David R. Proctor
Chairman of the Board of Directors and
Chief Executive Officer
Date: October 14, 1999
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Exhibit 16.1
October 14, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by CyberGuard Corporation which we understand
will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of
the Company's Form 8-K report dated October 11, 1999. We agree with the
statements concerning our Firm in such Form 8-K.
Very Truly Yours,
/s/ PricewaterhouseCoopers LLP
