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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 4, 2002
COMMISSION FILE NO. 1-9158
MAI SYSTEMS CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware 22-2554549
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9601 JERONIMO ROAD
IRVINE, CALIFORNIA
92618
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 598-6000
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On November 14, 2002 the Company dismissed KPMG LLP ("KPMG" or the "former
accountant"), the Registrant's independent public accountants. KPMG's reports on
the Company's consolidated financial statements for the past two years,
contained no adverse opinion or disclaimer of opinion, and were not qualified as
to uncertainty, audit scope, or accounting principles. The Company's dismissal
of KPMG was reviewed and approved by the Company's Audit Committee.
The Company requested a letter from KPMG at the time of their dismissal
which would be addressed to the Securities and Exchange Commission ("SEC"). At
the time of the initial Form 8-K Report filing on November 21, 2002 the Company
had not yet received KPMG's letter.
The Registrant is hereby filing as an exhibit to this Form 8-K/A Report a
letter dated December 4, 2002 from KPMG to the SEC. Prior to filing the original
Form 8-K Report on November 21, 2002, the Registrant furnished a copy of the
disclosures it was proposing to make to the former accountant as required by
Regulation S-K, Item 304. The former accountant suggested changes to the
Registrant's proposed disclosures responsive to paragraph (a)(1)(v) of Item 304,
and the Registrant made the requested changes. Specifically, the Form 8-K Report
filed on November 21, 2002 included, as suggested by the former accountant, the
following disclosure:
"At the time of its dismissal, KPMG LLP had not completed its review of
the Registrant's financial statements for the three-months ended June 30,
2002 pursuant to the Statement on Auditing Standards No. 71, Interim
Financial Information. In connection with its review, KPMG LLP had
requested that the Registrant provide to KPMG LLP additional documentation
and information related to the capitalization of software development
costs recorded by the Registrant during the period. Due to KPMG LLP's
dismissal, the issue had not been resolved to their satisfaction prior to
their termination as the Registrant's independent public accountants."
The former accountant did not request any changes responsive to paragraph
(a)(1)(iv) of Item 304. Based on discussions between the Registrant and the
former accountant in the period up to November 21, 2002, and a draft of the
response letter of the former accountant (i.e., letter stating whether it agreed
with the statements made by the Registrant), which the former accountant
provided to the Registrant on November 19, 2002, the Registrant understood from
the former accountant that there were no disagreements required to be reported
pursuant to Section (a)(1)(iv) of Item 304. The Registrant understood that any
input received from KPMG through the filing deadline for the Report on Form 8-K
remained subject to KPMG national office review.
Therefore, to the extent paragraph a. of the former accountant's December
4 letter implies a disagreement prior to dismissal, the Registrant is unable to
agree with the former accountant.
The Registrant's Form 10-Q Report for the three months ended June 30, 2002
was previously amended by a Form 10-Q/A dated August 23, 2002. In preparing the
Form 10-Q/A filed on August 23, 2002, the Registrant verbally cleared the text
with the KPMG engagement partner before making the filing. In fact, the text
dealing with the SAS 71 review not being complete was substantially similar to
wording provided by KMPG. At no time before December 4, 2002 did KPMG suggest
that the Form 10-Q/A should have included additional wording that "completion of
[KPMG's] SAS No. 71 review was pending the receipt of satisfactory corroborative
evidence supporting the capitalization of software development costs recorded by
the Registrant during the three months ended June 30, 2002."
Therefore, to the extent paragraph b. of the former accountant's letter
implies a second disagreement prior to dismissal, the Registrant is again unable
to agree with the former accountant.
Prior to the dismissal of the former accountant, the issues respecting the
Registrant's capitalization of software development costs were discussed between
the Registrant's senior management and the engagement partner of KPMG, but
such discussion did not include the board or audit committee of the
Registrant. When a successor accountant has been engaged, the Registrant will
authorize the former accountant to respond fully to inquiries of the successor
accountant concerning the capitalization of software development costs.
If the Company had not capitalized software development costs of $359,000
and $256,000 for the three-month periods ended June 30, 2002 and September 30,
2002, respectively, net income (loss) and net income (loss) per share for the
three and six month periods June 30, 2002 would have been ($13,000) and $0.00
per share and $314,000 and $0.02 per share, respectively, and ($419,000) and
($0.03) per share and ($106,000) and ($0.01) per share for the three and nine
month periods ended September 30, 2002, respectively.
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Additionally, the Registrant's Form 10-Qs for the June and September
quarters of 2002 disclosed in detail the effect of capitalizing such software
development costs. Such reports contained the following statements:
6/30/02 Report
MDA
". . . The decrease in research and development costs in 2002 was due to
the capitalization of approximately $359,000 of software development costs
mainly associated with the Company's new product development for
hospitality. There were no such costs capitalized in 2001 . . ."
9/30/02 Report
MDA
". . . Net cash used in investing activities for the nine months ended
September 30, 2002, totaled $743,000 which represented capital
expenditures of $128,000 and capitalized software of $615,000 . . ."
Critical Accounting Policies & Estimates
". . . The Company capitalized $256,000 and $615,000 of software
development costs during the three and nine month periods ended September
30, 2002, respectively, relating to its new N-Tier, Internet-native
corporate application suite of products written. Although the Company has
not yet sold any of the modules to this suite of applications, the Company
believes that its new product will produce new sales adequate to recover
amounts capitalized . . ."
The Registrant expects to engage a new principal accountant within the
next 10 business days and to provide the required disclosures pursuant to Form
8-K and Regulation S-K, Item 304, with respect to such engagement.
ITEM 7. FINANCIAL STATEMENTS OR EXHIBITS.
a. Financial Statements. None.
b. Exhibits.
16. Letter from KPMG LLP.
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 thereunto duly authorized.
MAI SYSTEMS CORPORATION
(Registrant)
/s/ W. Brian Kretzmer
--------------------------------------
Date: December 6, 2002 W. Brian Kretzmer
Chief Executive Officer and President
(Chief Executive Officer)
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