8-K/A 1 d8ka.txt AMENDMENT #1 TO THE FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): May 4, 2001 Tarantella, Inc. (Exact name of Registrant as specified in its charter) California 0-21484 94-2549086 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 425 Encinal Street Santa Cruz, California 95061 (Address of principal executive offices) (831) 425-7222 (Registrant's telephone number, including area code) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) Previous Independent Accountants. (i) On May 4, 2001, the Company dismissed PricewaterhouseCoopers LLP, the Company's principal independent accountants, effective upon completion of PricewaterhouseCoopers' services with respect to the Company's Form S-4 and Form 10-Q for the quarter ended March 31, 2001, which occurred on May 15, 2001. (ii) PricewaterhouseCoopers LLP's reports on our financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. (iii) The decision to change accountants was recommended by the audit committee of our board of directors and approved our board of directors. (iv) During the two most recent fiscal years and through May 15, 2001, there have been no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused them to make reference thereto in their reports on the financial statements for such years. (v) During the two most recent fiscal years and through May 15, 2001, there have been no reportable events (as defined in Regulation S-K, Item 304(a)(1)(v)). (b) New Independent Accountants. (i) We have retained Deloitte & Touche LLP effective as of May 15, 2001 as the Company's principal independent accountants. During the two most recent fiscal years and through May 15, 2001, we have not consulted with Deloitte & Touche LLP regarding (i) either: the application of accounting principles to a specific transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, nor did Deloitte & Touch provide us with either a written report or oral advice that Deloitte & Touch LLP concluded was an important factor in our reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(v)) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit Number Description ------------------ ---------------------------------------------------------- 16.1 Letter dated as of May 18, 2001 from PricewaterhouseCoopers LLP to the Securities and Exchange Commission 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. Tarantella, Inc. (Registrant) Date: May 18, 2001 By: /s/ Steven M. Sabbath ------------------------ Steven M. Sabbath Senior Vice President, Law & Corporate Affairs EXHIBIT INDEX Exhibit Number Description ------------------ ---------------------------------------------------------- 16.1 Letter dated as of May 18, 2001 from PricewaterhouseCoopers LLP to the Securities and Exchange Commission