STORAGE TECHNOLOGY CORP
8-K, 1995-04-03
COMPUTER STORAGE DEVICES
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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)   March 30, 1995
                                                         --------------
                                      
                                      
                       STORAGE TECHNOLOGY CORPORATION
                                      
           (Exact Name of Registrant As Specified In Its Charter)


           Delaware                1-7534                   84-0593263
    ---------------------    ------------------        -------------------
       (State or other          (Commission               (IRS Employer
       Jurisdiction of          File Number)           Identification No.)
        Incorporation)



           2270 South 88th Street, Louisville, Colorado 80028-4309
          ---------------------------------------------------------
             (Address of Principal Executive Offices) (Zip Code)


     Registrant's telephone number, including area code  (303) 673-5151
                                                         --------------

                               Not applicable
          -----------------------------------------------------------
        (Former Name or Former Address, if Changed Since Last Report)

PAGE
<PAGE>
Item 4.   Changes in Registrant's Certifying Accountant
          ---------------------------------------------

          (a)  Previous independent accounts.

               (i) In March 1995 Storage Technology Corporation (the
"Company") determined to change the independent accountants of one of its
wholly owned subsidiaries, Network Systems Corporation.  Previously, on March
7, 1995, the Company, through a wholly owned subsidiary, completed a merger
with Network Systems Corporation and, as a result of the merger, Network
Systems Corporation became a wholly owned subsidiary of the Company.
Following the merger, the Company determined to dismiss Ernst & Young LLP as
independent accountants for Network Systems Corporation as of March 30, 1995,
and retain Price Waterhouse LLP to perform the annual audit of the financial
statements of Network Systems Corporation.

               (ii) The Audit Committee of the Board of Directors of Storage
Technology Corporation participated in and approved the decision to change
independent accountants with respect to Network Systems Corporation.

               (iii) The reports of Ernst & Young LLP on the financial
statements of Network Systems Corporation for the past two years contained no
adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principle.

               (iv) In connection with its audits for the two most recent
fiscal years and through March 30, 1995, there have been no disagreements
with Ernst & Young LLP 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 Ernst & Young LLP would
have caused them to make reference thereto in their report on the financial
statements for such years.

               (v) During the two most recent fiscal years and through March
30, 1995, there have been no reportable events (as defined in Regulation S-K,
Item 304(a)(1)(v)).

               (vi) The Company has requested that Ernst & Young LLP furnish
it with a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statements.  A copy of this letter
will be filed as Exhibit 16 by an amendment to this Form 8-K.

                                   Page 2
PAGE
<PAGE>
          (b)  New independent accountants for significant subsidiary.

               (i) The Company retained Price Waterhouse LLP effective as of
March 30,1995, to perform the annual audit of the financial statements of
Network Systems Corporation, a wholly owned subsidiary.  During the two most
recent fiscal years and through March 30, 1995, the Company has not consulted
with Price Waterhouse LLP on items which (1) were or should have been subject
to SAS 50 or (2) concerned the subject matter of a disagreement or reportable
event with the former auditor of Network Systems Corporation (as described in
Regulation S-K, Item 304(a)(2)).


Item 7.   Financial Statements and Exhibits
          ---------------------------------

          The following financial statements, pro forma financial information
and exhibits are filed as a part of this report:

          (a)Financial statements of businesses acquired.

                    Not applicable

          (b)  Pro forma financial information.

                    Not applicable

          (c)  Exhibits.

                    None










                                   Page 3
PAGE
<PAGE>
                           SIGNATURE

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 hereunto duly authorized.


                                  Storage Technology Corporation


                                  By:    /s/ DAVID E. LACEY
                                       --------------------------
                                            David E. Lacey
                                       Corporate Vice President
                                   Interim Chief Financial Officer

Date:  April 3, 1995

















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