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) November 21, 2001
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RIVERSTONE NETWORKS, INC
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(Exact name of registrant as specified in its charter)
Delaware 0-32269 95-4596178
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5200 Great America Parkway, Santa Clara, CA 95054
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 878-6500
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(Former name or former address, if changed since last report.)
Item 4. Changes in Registrant's Certifying Accountant.
Effective November 21, 2001, the Audit Committee and the Board of Directors of
the Registrant approved a change in the Registrant's independent accountants for
the fiscal year ending March 2, 2002 from KPMG LLP to Ernst & Young LLP ("Ernst
& Young"). As a result, the Registrant informed KPMG LLP that, effective
November 21, 2001, they had been dismissed as the Registrant's independent
accountants. The report of KPMG LLP for the fiscal years ended March 3, 2001 and
February 29, 2000, contained no adverse opinions, disclaimer of opinion or
qualification or modification as to uncertainty, audit scope or accounting
principles. During the fiscal years ended March 3, 2001 and February 29, 2000,
and the interim period from March 4, 2001 through November 21, 2001, there were
no disagreements between the Registrant and KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved to the satisfaction of KMPG LLP would have
caused it to make reference to the subject matter of the disagreement in
connection with its report. No event described in paragraph (a)(1)(v) of Item
304 of Regulation S-K has occurred within the Registrant's fiscal years ending
March 3, 2001 and February 29, 2000, or the interim period from March 4, 2001
through November 21, 2001.
The Registrant has provided KPMG LLP with a copy of the disclosures contained
herein and has filed as an exhibit hereto the response of KPMG LLP to such
disclosures.
The Registrant did not consult with Ernst & Young during the fiscal years ended
March 3, 2001 and February 29, 2000, and the interim period from March 4, 2001
through November 21, 2001, on any matter which was the subject of any
disagreement, as defined in paragraph 304(a)(1)(iv), or any reportable event, as
described in paragraph 304(a)(1)(v), or on the application of accounting
principles to a specified transaction, either completed or proposed.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
16. Letter from KPMG LLP, the Registrant's former independent
accountants.
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.
RIVERSTONE NETWORKS, INC.
Date: November 28, 2001 By: /s/ Romulus Pereira
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Romulus Pereira
President and Chief Executive
Officer
EXHIBIT INDEX
Exhibit No. Description
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16 Letter from KPMG LLP, the Registrant's former independent
accountants.