-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MxFTpfMWla4KxdIYJ1XFp2s6JcBonEnZPwAVHCgk4PMZiGJ77DOvwy2K/4UeoUDg UnBngJrLoiYoNLQdTEQk2Q== 0000950005-99-000633.txt : 19990720 0000950005-99-000633.hdr.sgml : 19990720 ACCESSION NUMBER: 0000950005-99-000633 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990719 ITEM INFORMATION: FILED AS OF DATE: 19990719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYLINK CORP /CA/ CENTRAL INDEX KEY: 0001005230 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 953891600 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27742 FILM NUMBER: 99666509 BUSINESS ADDRESS: STREET 1: 910 HERMOSA COURT CITY: SUNNYVALE STATE: CA ZIP: 94086-4103 BUSINESS PHONE: 4087355822 MAIL ADDRESS: STREET 1: 910 HERMOSA CT CITY: SUNNYVALE STATE: CA ZIP: 94086-4103 8-K 1 FORM 8-K 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 ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 95-3891600 - ------------------------------- -------------------- (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 0-27742 ------------------------ (Commission File Number) 910 Hermosa Court, Sunnyvale, California 94086 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 735-5800 ---------------------- NONE ------------------------------------------------------------------- (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. 2 Item 7. Exhibits Exhibit Number Description ------ ----------- 16.1 Letter from PricewaterhouseCoopers LLP regarding change in certifying accountant. 99 Press Release: Cylink appoints Deloitte & Touche as independent accountants 3 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 ------------------------------- Roger A. Barnes Vice President and Chief Financial Officer 4 EXHIBIT INDEX Exhibit Number Document Description ------ -------------------- 16.1 Letter from PricewaterhouseCoopers LLP regarding change in certifying accountant. 99 Press Release: Cylink appoints Deloitte & Touche as independent accountants 5 EX-16.1 2 LETTER FROM PRICEWATERHOUSECOOPERS LLP [PricewaterhouseCoopers LLP Letterhead] July 19, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by Cylink Corporation (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated July 19, 1999. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/PricewaterhouseCoopers LLP - ----------------------------- PricewaterhouseCoopers LLP EX-99 3 PRESS RELEASE For Immediate Release Contacts: Roger A. Barnes Howard Kalt Chief Financial Officer Principal Cylink Corp. Kalt Rosen Chase & Co. 408/328-5125 415/397-2686 CYLINK CORP. APPOINTS DELOITTE & TOUCHE AS INDEPENDENT ACCOUNTANTS SUNNYVALE, Ca., July 19, 1999--Cylink Corporation (NASDAQ: CYLK) announced today that it has filed a Form 8-K reporting that it has retained Deloitte & Touche LLP as its independent accounting firm, and Cylink's dismissal of PricewaterhouseCoopers LLP. "This change of independent accountants was approved by the Audit Committee of Cylink's Board of Directors and does not reflect any disagreements with PricewaterhouseCoopers LLP over matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure," said Roger A. Barnes, Cylink's Chief Financial Officer. About Cylink Corporation Cylink Corporation develops, markets and supports a comprehensive family of secure electronic commerce and communications solutions that protect and manage the access, privacy and integrity of information. Founded in 1983, the Company was one of the first to market a security solution protecting an entire communications session by using public key cryptography. Cylink and its wholly owned subsidiaries serve Fortune 500 companies, multinational financial institutions, and government agencies worldwide. For more information, visit the Company's web site at http://www.cylink.com. -----END PRIVACY-ENHANCED MESSAGE-----