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 8, 2013

ASPECT SOFTWARE GROUP HOLDINGS LTD.

(Exact name of registrant as specified in its charter)



Cayman Islands	333-170936	98-0587778
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

300 Apollo Drive

Chelmsford, Massachusetts 01824

(Address of principal executive offices, zip code)

(978) 250-7900

(Registrant’s telephone number, including area code)

(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.

(a) As previously disclosed, the Audit Committee (the “Committee”) of the Board of Directors of Aspect Software Group Holdings Ltd. (the “Company”) approved the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013, subject to completion of its standard client acceptance procedures. In connection with the anticipated engagement of KPMG, the Committee dismissed Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm as of October 11, 2013. Upon completion of KPMG’s standard client acceptance procedures, KPMG advised the Company that it lacked independence and, as a result, would not be able to serve as the Company’s independent registered accounting firm. KPMG’s client acceptance process uncovered a lack of independence due to a relationship with an affiliate in Aspect’s majority shareholder’s portfolio. After careful consideration, the Committee subsequently approved the re-appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

(b) During the interim period of October 12, 2013 through November 8, 2013, the Company has not consulted with Ernst & Young with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

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.




	ASPECT SOFTWARE GROUP HOLDINGS LTD.
Date: November 13, 2013	By:	/s/ Robert J. Krakauer
		Name:	Robert J. Krakauer
		Title:	Executive Vice President and Chief Financial Officer

Aspect Software Group Holdings Ltd. 8-K