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) April 24, 2000
PEGASYSTEMS INC.
(Exact name of registrant as specified in charter)
Massachusetts 1-11859 04-2787865
(State or other (Commission file (IRS employer
jurisdiction of number) identification no.)
incorporation)
101 Main Street, Cambridge Massachusetts 02142-1590
(Address of principal executive offices) (Zip code)
Registrant's Telephone number, including area code: 617-374-9600
Item 4. Changes in Registrant's Certifying Accountant
(a)
(a)(1)(i) On April 24, 2000, the independent public accountants of
Pegasystems Inc. (the "Company"), Arthur Andersen LLP ("Andersen"),
notified the Company of its decision to decline to stand for
re-election as the Company's independent public accountants
for 2000.
(a)(1)(ii) Andersen's reports on the Company's financial statements for 1998
and 1999 did not contain an adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles. Such reports did include an
emphasis of matter paragraph referring to (i) two pending securities
class action lawsuits against the Company and certain of its current
and former officers and directors and (ii) negative publicity
resulting from delays in the Company's SEC filings and adjustments
made to previously published financial statements.
(a)(1)(iii) N/A
(a)(1)(iv) During 1998 and 1999 and the quarter ended March 31, 2000, there
were no disagreements between the Company and Andersen 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 Andersen, would have caused
Andersen to make reference thereto in its reports on the financial
statements of the Company for such periods.
(a)(1)(v) During 1998 and 1999 and the quarter ended March 31, 2000, there
were no reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K) except that as detailed in the Company's filings
on Form 10K for the years ended December 31, 1998 and 1999,
Andersen did advise the Company in its management letters relating
to its audit of the Company's 1998 and 1999 financial statements
that it had identified material weaknesses in the Company's internal
control environment. The audit committee of the Company's board of
directors discussed such material weaknesses with Andersen. The
Company has authorized Andersen to respond fully to inquiries of the
successor independent accountants concerning such material
weaknesses.
(a)(2) On April 26, 2000, the Company, with the approval of the audit
committee of the board of directors of the Company, engaged
Deloitte & Touche LLP as its new independent accountant. Prior to
engaging Deloitte & Touche LLP, the Company did not consult with
Deloitte & Touche LLP regarding the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered
on the Company's financial statements, with respect to which a
written report or oral advice was provided to the Company that
Deloitte & Touche LLP concluded was an important factor
considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue.
(a)(3) The Company has furnished Andersen with a copy of the disclosures
contained in this report and has requested that Andersen furnish
the Company with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made by
the Company in response to Item 304(a) of Regulation S-K contained
in this report. A copy of the Andersen letter furnished in
response to such request is filed as Exhibit 16.1 to this report.
The following exhibit is filed herewith:
Exhibit Number Description
- -------------- -----------
16.1 Letter from Arthur Andersen LLP
addressed to the Securities and
Exchange Commission in accordance
with Item 304 (a) (3) of Regulation
S-K.
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.
Pegasystems Inc.
By: /s/ Alan Trefler
Chairman and Chief Executive Officer
Date: April 26, 2000