UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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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): MARCH 31, 2003
ASCENTIAL SOFTWARE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-15325 94-3011736
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(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
50 WASHINGTON STREET
WESTBOROUGH, MASSACHUSETTS 01581
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 366-3888
NOT APPLICABLE.
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(Former Name or Former Address, if Changed Since Last Report)
This Current Report on Form 8-K is filed by Ascential Software
Corporation, a Delaware corporation (the "Registrant"), in connection with the
matters described herein.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 31, 2003, the Audit Committee of the Board of Directors of the
Registrant approved the dismissal of KPMG LLP ("KMPG") as the Registrant's
independent accountants.
The audit reports of KPMG on the Registrant's consolidated financial
statements for fiscal years ended December 31, 2002 and 2001 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles, except as follows:
KPMG's report on the consolidated financial statements of the Registrant
as of and for the years ended December 31, 2002 and 2001 contained a separate
paragraph stating "As discussed in Note 1 to the consolidated financial
statements, effective January 1, 2002, the Company adopted Statement of
Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets."
During fiscal years 2002 and 2001 and the subsequent interim period
through March 31, 2003, there were no disagreements with KPMG on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to KPMG's satisfaction, would have
caused KPMG to make reference to the subject matter of such disagreement in
connection with its reports on the financial statements of the Registrant. A
letter from KPMG LLP is attached as Exhibit 16.1 to this Form 8-K.
On March 31, 2003, the Audit Committee of the Registrant's Board of
Directors approved the engagement of PricewaterhouseCoopers LLP ("PWC") as the
Registrant's independent accountants for the fiscal year ending December 31,
2003. During fiscal years 2002 and 2001 and the subsequent interim period
through the date of PWC's engagement, neither the Registrant nor anyone on its
behalf has consulted PWC 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 nor oral
advice was provided to the Registrant that PWC concluded was an important factor
considered by the Registrant in reaching a decision as to any accounting,
auditing or financial reporting issue or (ii) any matter that was either the
subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304(a) of Regulation S-K), or a reportable
event (as described in Item 304(a)(1)(v) of Regulation S-K).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
Exhibit No. Description
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16.1 Letter from KPMG LLP to the Securities and Exchange
Commission dated April 2, 2003.
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.
Date: April 3, 2003 ASCENTIAL SOFTWARE CORPORATION
By: /s/ Robert C. McBride
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Name: Robert C. McBride
Title:Vice President and Chief Financial
Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 Letter from KPMG LLP to the Securities and Exchange
Commission dated April 2, 2003.