UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OR
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 28, 2003
ASANTE' TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22632 77-0200286
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation Identification Number)
821 Fox Lane
San Jose, CA 95131
(Address of principal executive offices)
(408) 435-8388
(Registrant's telephone number, including area code)
N/A
(Former names or former address, if changed from last report)
Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
On July 28, 2003, Asante Technologies, Inc. dismissed PricewaterhouseCoopers LLP
("PWC") as its independent accountants subject to completion of services related
to the restatements discussed in the paragraph below. The Registrant's Audit
Committee participated in and approved the decision to change independent
accountants.
Beginning in June 2003 and continuing through August 1, 2003, management of
Asante had discussions with PWC primarily related to the levels of reserves for
stock rotation, price protection, channel development funds and certain sales
related and other accrued expenses which have been reported in its financial
statements in prior fiscal years and has determined that the level of such items
was in excess of such requirements. As a result, the Company has concluded that
it will restate its financial statements for the periods impacted. The Company
continues to review the fiscal years in which the excess reserves were
recognized and the fiscal years requiring restatement. Based on the Company's
preliminary assessment, it expects that the restatement will result in a
reduction in reported losses for years prior to fiscal 2000 with a corresponding
increase in net assets for subsequent periods, through March 29, 2003 (the most
recent 10-Q filed).
As a result of this conclusion the financial statements contained in the
Company's Annual Reports on Form 10-K for fiscal years 2000 through 2002 should
no longer be relied upon.
The reports of PricewaterhouseCoopers LLP on the financial statements for the
past two fiscal years contained no adverse opinion or disclaimer 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 through
July 28, 2003, there have been no disagreements with PricewaterhouseCoopers 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 PricewaterhouseCoopers LLP would have caused them to make
reference thereto in their report on the financial statements for such years.
The Registrant has requested that PricewaterhouseCoopers LLP 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 August 4, 2003, is filed as Exhibit
16.1 to this Form 8-K.
(b) New independent accountants
The Registrant engaged Odenberg, Ullakko, Muranishi & Co. LLP ("OUMC") as its
new independent accountants as of July 28, 2003. During the two most recent
fiscal years and through July 28, 2003, the Registrant has not consulted with
OUMC regarding either (i) 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
Registrant's financial statements, and neither a written report was provided to
the Registrant or oral advice was provided that Asante concluded was an
important factor considered by the Registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
either the subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined in Item
304(a)(1)(v) of Regulation S-K."
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. None
(b) Pro Forma Financial Information None.
(c) Exhibits
16.1 Letter on change in Certifying Accountant dated August 4, 2003,
2003.
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 hereunto duly authorized.
Dated: August _____, 2003
ASANTE' TECHNOLOGIES, INC.
By:
---------------------------------
Anthony Contos
Chief Financial Officer
(Authorized Officer and Principal
Financial Officer)
Index to Exhibits
Exhibit No. Description
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16.1 Letter on change in Certifying Accountants