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): October 26, 1999
GSE Systems, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-26494 52-1868008
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
9189 Red Branch Road, Columbia, MD 21045
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (410) 772-3500
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
(a) On October 19,1999, GSE Systems, Inc. ("registrant") notified their
independent accountants PricewaterhouseCoopers LLP ("PwC") that PwC would not be
reappointed as the Registrant's independent accountants for the fiscal year
ending December 31, 2000.
The reports of PwC on the Registrant's financial statements for each of the
past two fiscal years contained no adverse opinions or disclaimers of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principle.
In connection with its audits for the two most recent fiscal years and with
respect to the unaudited interim periods from January 1, 1999 through September
30, 1999, there have been no disagreements between the Registrant and PwC on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of PwC, would have caused them to make reference thereto in their
report on the financial statements for such fiscal years.
During the two most recent fiscal years and with respect to the unaudited
interim periods from January 1, 1999 through September 30, 1999, there have been
no reportable events (as defined in Regulation S-K Item 304 (a) (1) (v)).
The Registrant has requested that PwC furnish it with a letter addressed to
the SEC stating whether or not it agrees with the above statements. A copy of
such letter, dated October 26, 1999, is filed as Exhibit 16 to this Form 8-K.
(b) The Registrant is currently in the process of selecting independent
accountants for the fiscal year ending December 31, 2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16 Letter regarding Change in Certifying Accountants
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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, thereunto duly authorized.
GSE Systems, Inc.
Date: October 26, 1999 By: /s/ Jeffery G. Hough
Sr. Vice President and
Chief Financial Officer
EXHIBIT 16
[PricewaterhouseCoopers LLP Letterhead]
October 26, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by GSE Systems, Inc. (copy attached),
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 26, 1999. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
PricewaterhouseCoopers LLP
