SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANCE ACT OF 1934
Date of Report (Date of earliest event reported) July 19, 1999.
CYLINK CORPORATION
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(Exact name of registrant as specified in its charter)
California 95-3891600
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
0-27742
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(Commission File Number)
910 Hermosa Court, Sunnyvale, California 94086
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 735-5800
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NONE
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(Former name, former address and former fiscal year, if applicable)
Item 4. Changes In Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On July 12, 1999, Cylink dismissed PricewaterhouseCoopers LLP,
which had previously served as Cylink's independent accountants, and
engaged Deloitte & Touche LLP as its new independent accountants.
(ii) The reports of PricewaterhouseCoopers LLP on the financial
statements for the past two fiscal years of Cylink contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principle.
(iii) The Audit Committee of Cylink's Board of Directors participated
in and approved the decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years
and through July 12, 1999, there were 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 PricewaterhouseCoopers
LLP to make reference thereto in their report on the financial
statements for such years.
(v) During the two most recent fiscal years and through July 12, 1999,
there were no reportable events as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
(vi) Cylink has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the Commission stating whether or not it
agrees with the above statements. A copy of such letter, dated July 19,
1999, is filed as Exhibit 16.1 to this Form 8-K.
(b) New independent accountants
As stated above, Cylink engaged Deloitte & Touche LLP as its new
independent accountants as of July 12, 1999. The Audit Committee of
Cylink's Board of Directors approved such engagement on June 21, 1999.
(i) In October 1998, Wilson Sonsini Goodrich & Rosati, outside counsel
to Cylink, retained Deloitte & Touche LLP to assist Wilson Sonsini
Goodrich & Rosati in a review of Cylink's prior revenue recognition
practices. In conjunction with that engagement, Deloitte & Touche LLP
provided oral and written advice to assist Wilson Sonsini Goodrich &
Rosati and the Audit Committee regarding matters relating to such
revenue recognition practices.
(ii) During the two most recent fiscal years and through July 12, 1999,
Cylink has not consulted with Deloitte & Touche LLP on 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.
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Item 7. Exhibits
Exhibit
Number Description
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16.1 Letter from PricewaterhouseCoopers LLP regarding change in
certifying accountant.
99 Press Release: Cylink appoints Deloitte & Touche as independent
accountants
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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.
CYLINK CORPORATION
Date: July 19, 1999 By: /s/ Roger A. Barnes
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Roger A. Barnes
Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
Number Document Description
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16.1 Letter from PricewaterhouseCoopers LLP regarding change in
certifying accountant.
99 Press Release: Cylink appoints Deloitte & Touche as independent
accountants
5