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): August 21, 2003
PAR TECHNOLOGY CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
001-09720 16-1434688
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(Commission File Number) (IRS Employer Identification No.)
PAR Technology Park, 8383 Seneca Turnpike, New Hartford, NY 13413-4991
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (315) 738-0600
Not Applicable
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(Former Name or Former Address, if changed since Last Report)
ITEM 4. Changes in Registrant's Certifying Accountants.
On July 23, 2003, the Audit Committee of our Board of Directors
authorized management of PAR Technology Corporation to seek proposals
from accounting firms interested in replacing PricewaterhouseCoopers
LLP as our independent accountants. Subsequently, we sent letters to
three accounting firms inquiring as to their interest in submitting
proposals to act as our independent accountants. On August 21, 2003,
PricewaterhouseCoopers LLP resigned. We have authorized
PricewaterhouseCoopers LLP to respond fully and without limitation to
any inquiries made by a successor accounting firm. We have not named
such successor firm as of the date of this filing.
As has been previously disclosed, we have restated our financial
statements for the fiscal years ended December 31, 2000 and 2001 and
the first three fiscal quarters of 2002 as a result of our conclusion
that we should recognize revenue on certain product sales upon
delivery to the customer site. Previously, PAR Technology had recorded
revenue for these sales when products left our facility. In the
aggregate, the restatement decreased our net revenue by $675,000 for
the entire period of fiscal years 2000, 2001 and the nine months ended
September 30, 2002. This amount represents 0.2% of the total revenues
during that period. The aggregate change in our net income for the
same period was an increase of $238,000.
The reports of PricewaterhouseCoopers LLP for each of the fiscal years
ended December 31, 2000, 2001 and 2002, contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.
PricewaterhouseCoopers LLP's report for the fiscal year ended December
31, 2002, dated March 28, 2003, makes reference to the restatement of
PAR Technology's previously issued financial statements.
In July 2003, PricewaterhouseCoopers LLP delivered its management
letter to, and discussed it with, Management and the Audit Committee.
The management letter is the formal means by which
PricewaterhouseCoopers LLP reports to us its findings, developed as a
result of its annual audit, with regard to accounting policies,
procedures and controls. In this management letter
PricewaterhouseCoopers LLP stated its belief that material weaknesses
existed at the time of the audit with respect to our revenue
recognition practices that ultimately resulted in the aforementioned
restatement. In the management letter, PricewaterhouseCoopers LLP also
made recommendations regarding systems and procedures relating to
revenue recognition.
While we did not agree with PricewaterhouseCoopers LLP's determination
that the business practices in place led to the restatement or
constituted a material weakness in policies, procedures and controls,
we have implemented all of the recommendations made by
PricewaterhouseCoopers LLP in their management letter.
In connection with its audits for the two most recent fiscal years
ended December 31, 2002 and 2001 and through August 21, 2003 there
have been 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 them to make reference to the subject matter of the
disagreement in connection with their reports on the financial
statements for such years. Except as described in the fourth paragraph
above, during the two most recent fiscal years ended December 31, 2002
and 2001, and through August 21, 2003, there have been no reportable
events (as defined in Regulation S-K, Item 304(a)(1)(v)).
We provided a copy of the foregoing disclosures to
PricewaterhouseCoopers LLP prior to filing of this report. We also
have filed a copy of PricewaterhouseCoopers LLP's letter (as required
by Item 304(a)(3) of Regulation S-K) as an exhibit to this report on
Form 8-K.
ITEM 7(c). EXHIBITS
16.1 Letter from PricewaterhouseCoopers LLP, dated August 27, 2003.
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.
PAR TECHNOLOGY CORPORATION
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(Registrant)
August 27, 2003 By: /s/ Ronald J. Casciano
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Ronald J. Casciano
Vice President, Chief Financial
Officer and Treasurer
EXHIBIT INDEX
Exhibit Number Description
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16.1 Letter from PricewaterhouseCoopers LLP dated August 27, 2003.
Exhibit 16.1
August 27, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by PAR Technology Corporation (the "Company")
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 August 21, 2003. We agree
with the statements contained in the aforementioned Form 8-K as they relate to
our firm, except that we have no basis for commenting as to whether the Company
has implemented all of the recommendations made by us in our referenced
management letter. Further, as we were not previously advised regarding
proposals being sought from other independent accountants, we have no basis for
commenting regarding the first two sentences and fifth sentence of the the first
paragraph.
Very truly yours,
/s/PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP