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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): April 17, 2002
VA SOFTWARE CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 77-0399299
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
0000-28369
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(Commission File Number)
47071 Bayside Parkway
Fremont, California 94538
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(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code:
(510) 687-7000
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
On April 17, 2002, the Board of Directors of VA Software Corporation
("VA") adopted the recommendation of its Audit Committee that Arthur Andersen
LLP ("Andersen") be dismissed as VA's independent public accountants and to
engage PricewaterhouseCoopers as its new independent public accountants
effective as of April 17, 2002.
Andersen's reports on VA's consolidated financial statements for each
of the fiscal years ended July 28, 2001 and July 28, 2000 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.
During the fiscal years ended July 28, 2001 and July 28, 2000 and
through the date hereof, there were no disagreements with Andersen on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Andersen's satisfaction,
would have caused Andersen to make reference to the subject matter in connection
with its report on VA's consolidated financial statements for such years; and
there were no reportable events as defined in Item 304(a)(1)(v) of Regulation
S-K. VA has provided Andersen with a copy of the foregoing statements. Attached
as Exhibit 16.1 is a copy of Andersen's letter, dated April 17, 2002, stating
its agreement with such statements.
During VA's two most recent fiscal years ended July 28, 2001 and July
28, 2000, and during the subsequent interim period preceding the replacement of
Andersen, VA has not consulted with PricewaterhouseCoopers 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
VA's consolidated financial statements, or any matters or reportable events as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16.1 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated April 17, 2002, regarding
change in independent public accountants.
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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.
VA SOFTWARE CORPORATION
a Delaware corporation
Dated: April 17, 2002 By: /s/ Kathleen R. McElwee
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Kathleen R. McElwee
Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter from Arthur Andersen LLP to the Securities Exchange
Commission dated April 17, 2002, regarding change in
independent public accountants
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