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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): June 3, 2004
VA SOFTWARE CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 0000-28369 77-0399299
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
46939 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)
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Item 4. Changes in Registrant's Certifying Accountant.
The Audit Committee of the Board of Directors of VA Software
Corporation ("VA Software" or the "Company") periodically considers the
selection of the Company's independent registered public accounting firm. On
June 3, 2004, after an evaluation process that included the receipt of proposals
from several independent registered public accounting firms, VA Software's Audit
Committee appointed BDO Seidman, LLP ("BDO"), subject to the completion of BDO's
normal client acceptance procedures, as VA Software's independent registered
public accounting firm for the Company's fiscal year ending July 31, 2004, and
dismissed PricewaterhouseCoopers LLP ("PwC"), with such dismissal to be
effective upon the completion of services related to the Company's consolidated
financial statements for the third quarter ended April 30, 2004.
PwC's reports on VA Software's consolidated financial statements for
each of the fiscal years ended July 27, 2002 and July 31, 2003 did not contain
an adverse opinion or disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope or accounting principle. During the fiscal years
ended July 27, 2002 and July 31, 2003 and through June 3, 2004, there were no
disagreements with PwC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to PwC's satisfaction, would have caused PwC to make reference to the
subject matter in connection with its report on VA Software'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. A letter from PwC is attached
hereto as Exhibit 16.1.
During VA Software's two most recent fiscal years ended July 27, 2002
and July 31, 2003, and through June 3, 2004, VA Software has not consulted with
BDO 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 VA Software's consolidated financial statements and BDO did
not provide a written report to VA Software or oral advice that BDO concluded
was an important factor considered by VA Software in reaching a decision as to
accounting, auditing or financial reporting issues; 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 Statements and Exhibits.
(c) Exhibits.
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16.1 Letter from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission dated June 10, 2004,
regarding change in independent public accountant
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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: June 10, 2004 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 PricewaterhouseCoopers LLP to the Securities Exchange
Commission dated June 10, 2004 regarding change in independent
public accountants
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