SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
May 14, 2004
Date of Report
(Date of earliest event reported)
PERSISTENCE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-25857 94-3138935
(Commission File Number) (I.R.S. Employer Identification No.)
1720 SOUTH AMPHLETT BLVD., THIRD FLOOR
SAN MATEO, CALIFORNIA 94402
(Address of principal executive offices, with zip code)
(650) 372-3600
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 14, 2004, Persistence Software, Inc. (the "Company") dismissed Deloitte &
Touche LLP ("D&T") as its independent public accountants, following the filing
of its Quarterly Report on Form 10-QSB for the period ended March 31, 2004. The
Company's Board of Directors, upon the recommendation of the Audit Committee,
authorized the dismissal of D&T.
On May 14, 2004, we engaged Burr, Pilger & Mayer LLP ("BPM") to serve as our new
independent auditors for the fiscal year ended December 31, 2004. The decision
to engage BPM was recommended by the Company's management and the Audit
Committee of the Board of Directors, and unanimously approved by the Board of
Directors. During the two most recent fiscal years and through May 14, 2004, the
Company has not consulted with BPM 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 Company's financial
statements, and neither a written report was provided to the Company nor oral
advice was provided that BPM concluded was an important factor considered by the
Company 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.
The reports of D&T on the financial statements for the past two fiscal years
(2002 and 2003) 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
May 14, 2004, there have been no disagreements with D&T 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
D&T, would have caused it to make reference to the subject matter of such
disagreements in connection with its reports, except for a disagreement with
management over the recognition of revenue on a sales contract with Cablevision
during the first quarter of 2002. Prior to filing its Quarterly Report on Form
10-Q for the period ended March 31, 2002, and after discussions among the Audit
Committee of the Board of Directors, management and D&T, management revised its
accounting for this contract and the matter was resolved to the satisfaction of
D&T. D&T has been authorized to respond fully to the inquiries of BPM concerning
the subject matter of this disagreement. In addition no reportable events, as
defined in Item 304(a)(1)(v) of Regulation S-K, occurred during the Company's
two most recent fiscal years and through May 14, 2004.
The Company has requested that D&T furnish a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with the above
statements. A copy of that letter is filed as an exhibit to this Form 8-K/A.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
16.1 Letter dated May 27, 2004 from Deloitte & Touche LLP to the
Securities and Exchange Commission.
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.
PERSISTENCE SOFTWARE, INC.
Date: May 27, 2004 By: /s/ Christopher T Keene
-------------------------------------
Christopher T Keene
President and Chief Executive Officer