-----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, WXp5OKT5ZhWgU9JYWLPrQhqhc93gWivcbaOSbcYvKjZqseJyeueiQK0aDVVpLVl/ OaC8n9HmTvAEXTpmw+KfBg== 0001001746-05-000040.txt : 20051012 0001001746-05-000040.hdr.sgml : 20051012 20051012142241 ACCESSION NUMBER: 0001001746-05-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051006 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051012 DATE AS OF CHANGE: 20051012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATARAM CORP CENTRAL INDEX KEY: 0000027093 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 221831409 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08266 FILM NUMBER: 051134700 BUSINESS ADDRESS: STREET 1: P O BOX 7528 CITY: PRINCETON STATE: NJ ZIP: 08543 BUSINESS PHONE: 6097990071 MAIL ADDRESS: STREET 1: PO BOX 7528 CITY: PRINCETON STATE: NJ ZIP: 08543-7528 8-K 1 k8100605.txt CURRENT REPORT ON FORM 8-K UNITED STATES 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): October 6, 2005 DATARAM CORPORATION __________________________________________________________________________ (Exact name of registrant as specified in charter) New Jersey 1-8266 22-1831409 __________________________________________________________________________ (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification No.) Route 571, P.O. Box 7528, Princeton, NJ 08543-7528 __________________________________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (609) 799-0071 __________________________________________________________________________ (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 4.01 Changes in Registrant's Certifying Accountant On October 6, 2005, Dataram Corporation ("The Company") engaged J.H. Cohn LLP as its independent registered public accounting firm to perform the Company's annual audit for its fiscal year ending April 30, 2006, and review of the Company's interim quarterly financial statements. The Company had previously engaged KPMG LLP as its principal accountants. On October 6, 2005 the Company dismissed KPMG LLP as its principal accountants. The decision to dismiss KPMG LLP and engage J.H. Cohn LLP was made by the Audit Committee of the Board of Directors. In connection with the audits of the two fiscal years ended April 30, 2005 and 2004, and the subsequent interim period through October 6, 2005, there were no: (1)disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement or (2) reportable events as described by Item 304(a)(1)(v) of Regulation S-K. The audit reports of KPMG LLP on the consolidated financial statements of Dataram Corporation and subsidiaries as of and for the years ended April 30, 2005 and 2004 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the previous two most recent fiscal years and in the subsequent interim period, the Company has not consulted with J.H. Cohn LLP on any matter. The Registrant has provided KPMG LLP with a copy of the disclosures which it is making herein and has requested KPMG LLP to furnish it with a letter addressed to the Commission stating whether it agrees with the statements made by the Registrant in response to Item 304(a) of Regulation S-K. In response to this request, the Company has received a letter from KPMG LLP which is attached as an exhibit. Item 9.01 Financial Statements and Exhibits. The following exhibits are filed as part of this Report on Form 8-K: 1. Exhibit 16 - Letter of KPMG LLP re: change in certifying accountant. 2. Exhibit 99 - Press Release. 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. DATARAM CORPORATION By: MARK MADDOCKS Date: October 12, 2005 _____________________________________ Mark Maddocks, Vice President-Finance and Chief Financial Officer EX-16 2 kpmg.txt LETTER OF KPMG LLP KPMG KPMG LLP Telephone 973 467 9650 New Jersey Headquarters Fax 973 467 7930 150 John F. Kennedy Parkway Internet www.us.kpmg.com Short Hills, NJ 07078 October 12, 2005 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Dataram Corporation and, under the date of July 8, 2005, we reported on the consolidated financial statements of Dataram Corporation and subsidiaries as of and for the years ended April 30, 2005 and 2004. On October 6, 2005, we were dismissed as principal accountants. We have read Dataram Corporation's statements included under Item 4.01 of its Form 8-K filed on October 12, 2005, and we agree with such statements, except that we are not in a position to agree or disagree with Dataram Corporation's statements that on October 6, 2005 Dataram Corporation engaged J.H. Cohn LLP as its independent registered public accounting firm to perform the Company's annual audit for its fiscal year ending April 30, 2006, and review of the Company's interim quarterly financial statements; that the decision to dismiss KPMG LLP and engage J.H. Cohn LLP was made by the Audit Committee of the Board of Directors; and that the Company has not consulted J.H. Cohn LLP on any matter during the previous two most recent fiscal years and subsequent interim period. Very truly yours, /s/ KPMG LLP EX-99 3 pr101305.txt PRESS RELEASE DATARAM Dataram Contact: Investor Contact: Mark Maddocks, Joe Zappulla Vice President-Finance, CFO Wall Street Investor Relations PRESS RELEASE 609-799-0071 212-681-4100 info@ataram.com JZappulla@WallStreetIR.com DATARAM ADDS TWO NEW MEMBERS TO ITS BOARD OF DIRECTORS PRINCETON, N.J. October 13, 2005 -- Dataram Corporation (NASDAQ: DRAM), a leading provider of server and workstation memory, today announced that it has added two new members to its Board of Directors, increasing its board membership to six. The new members joining Dataram's Board of Directors are Rose Ann Giordano and John H. Freeman. Ms. Giordano is currently president of Thomis Partners, which engages in private investing and advisory service to early stage companies and non- profit organizations. Prior to Thomis Partners, she served as vice president of worldwide sales and marketing for Compaq Computer Corporation's $4.5 billion customer services division. Ms. Giordano also held a number of worldwide general management positions for Digital Equipment Corporation where she became the first female vice president and corporate officer of the company. Prior to joining Digital, she held marketing and sales management positions at Xerox Data Systems and was an associate member of the technical staff at Bell Telephone laboratories. Ms. Giordano serves on the Board of Directors of TimeTrade Inc., MIT Enterprise Forum/NE, the National Association of Corporate Directors/ New England and Emerson Hospital. Ms. Giordano is a summa cum laude graduate in mathematics from Marywood College and a graduate of the Stanford University Business School Executive Program. Mr. Freeman is currently chief operating officer for Taratec Development Corporation, a leading life science consultancy that provides integrated business, information technology and regulatory compliance services to the world's largest and most successful life sciences companies. Prior to joining Taratec, Mr. Freeman was employed by IBM for thirty years, where he held positions of increasing responsibility in sales, marketing and operations management positions. He most recently was the executive in charge of IBM's Worldwide Pharmaceutical Segment where he was responsible for sales to global pharmaceutical companies. In this position, he was successful in driving revenue growth and transforming the segment into an integrated services, hardware and software business. Mr. Freeman holds a bachelor's degree in mathematics from Syracuse University and a master's degree in computer science from Pennsylvania State University. "Rose Ann Giordano and John Freeman bring a great wealth of executive, sales, marketing and operations experience to our board, which should prove to be a tremendous asset as we continue building long-term value for our shareholders," said Robert Tarantino, Dataram's chairman, president and CEO. ABOUT DATARAM CORPORATION Dataram is a worldwide leader in the design and manufacture of high capacity, reliable and innovative memory solutions. With over 38 years of experience, Dataram provides customized memory solutions for OEMs and compatible memory for leading brands including HP, Dell, IBM, SGI, Sun Microsystems and Intel. For more information about Dataram, visit www.dataram.com. The information provided in this press release may include forward-looking statements relating to future events, such as the development of new products, pricing and availability of raw materials or the future financial performance of the Company. Actual results may differ from such projections and are subject to certain risks including, without limitation, risks arising from: changes in the price of memory chips, changes in the demand for memory systems, increased competition in the memory systems industry, order cancellations, delays in developing and commercializing new products and other factors described in the Company's most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission, which can be reviewed at http://www.sec.gov. -----END PRIVACY-ENHANCED MESSAGE-----