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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
February 2, 2000
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 5. OTHER EVENTS
(CYBERGUARD CORPORATION LETTERHEAD)
February 2, 2000
Statement of Management Responsibility
The Company's management is responsible for the preparation, integrity
and objectivity of the consolidated financial statements and other financial
information presented in its quarterly and annual financial statements. The
consolidated financial statements as filed with the Securities Exchange
Commission are prepared in conformity with generally accepted accounting
principles and reflect the effects of certain estimates and judgments made by
management. The Company's management has instituted and maintains an effective
system of internal control that is designed to provide reasonable assurance that
assets are safeguarded and transactions are properly recorded and executed in
accordance with management's authorization.
The Company's consolidated financial statements for the year ending
June 30, 2000 will be audited by Grant Thornton, independent accountants.
The Audit Committee of the Board of Directors, which consists of
outside directors, meets regularly with management to review accounting,
reporting, auditing and internal control matters. The committee has direct and
private access to the external auditors and meets quarterly with the external
auditors.
/s/ DAVID PROCTOR /s/ TERRENCE A. ZIELINSKI
- ------------------------------------ -------------------------------
David R. Proctor Terrence A. Zielinski
Chairman and Chief Executive Officer Vice President, Chief Financial
Officer and Treasurer
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(GRANT THORNTON LETTERHEAD)
Board of Directors
CyberGuard Corporation
2000 W. Commercial Blvd., Suite 200
Ft. Lauderdale, FL 33309
The Company's Form 8-K filing dated October 11, 1999, states:
"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."
As part of our client acceptance procedures, we determined that we would need to
obtain information about the Company's internal control structure.
Based upon the information we obtained with respect to the Company's internal
control structure, it appears that the Company's Chief Financial Officer has
begun addressing and correcting the internal control deficiencies referred to in
the Company's Form 8-K and we accepted the Company as an assurance client for
the year ending June 30, 2000.
As you know, management is responsible for establishing and maintaining the
internal control structure and for evaluating the effectiveness of the entity's
internal control structure.
The procedures we performed as part of our client acceptance process was not
intended to and would not provide assurance on the internal control structure
and would not necessarily disclose matters that might be reportable conditions.
In addition, because of the inherent limitations in any internal control
structure, misstatements due to error or fraud may occur and not be detected.
Also projections of any evaluation of the internal control structure to future
periods are subject to the risk that the internal control structure may become
inadequate because of change in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
This letter is intended solely for the information and use of the board of
directors, management and others within the organization and is not intended to
be and should not be used by anyone other than these specified parties.
GRANT THORNTON LLP
/s/ Grant Thornton LLP
Ft. Lauderdale, Florida
October 21, 1999
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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
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David R. Proctor
Chairman of the Board of Directors
and Chief Executive Officer
Date: February 9, 2000
