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): ~~October~~November 118, 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) ~~The~~As previously disclosed, the Audit Committee (the “Committee”) of the Board of Directors of Aspect Software Group Holdings Ltd. (the “Company”) ~~recently~~approved ~~conducted~~the aappointment ~~competitive~~of ~~selection~~KPMG ~~process~~LLP to(“KPMG”) ~~determine~~as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013., ~~The~~subject ~~Committee~~to ~~invited~~completion ~~several~~of ~~international~~its ~~public~~standard ~~accounting~~client ~~firms~~acceptance toprocedures. In ~~participate~~connection inwith ~~this~~the ~~process~~anticipated engagement of KPMG, ~~including~~the Committee dismissed Ernst & Young LLP (“Ernst & Young”), as the Company’s independent registered public accounting firm ~~for~~as ~~the~~of ~~fiscal~~October ~~year~~11, ~~ended~~2013. ~~December~~Upon 31completion of KPMG’s standard client acceptance procedures, ~~2012.~~KPMG Asadvised athe ~~result~~Company ofthat ~~this~~it ~~process~~lacked independence and, ~~the~~as ~~Committee~~a ~~approved~~result, ~~the~~would ~~appointment~~not ofbe ~~KPMG~~able ~~LLP~~to ~~(“KPMG”)~~serve as the Company’s independent registered ~~public~~ accounting firm. ~~for~~KPMG’s ~~the~~client ~~fiscal~~acceptance ~~year~~process ~~ending~~uncovered ~~December~~a ~~31,~~lack ~~2013,~~of ~~subject~~independence due to ~~completion~~a ofrelationship ~~its~~with ~~standard~~an ~~client~~affiliate ~~acceptance~~in ~~procedures~~Aspect’s majority shareholder’s portfolio. After ~~This~~careful ~~action~~consideration, ~~effectively~~the ~~dismissed~~Committee subsequently approved the re-appointment of Ernst & Young as the Company’s independent registered public accounting firm asfor ofthe ~~October~~fiscal 11year ending December 31, 2013.

~~The~~ ~~reports~~(b) ofDuring ~~Ernst & Young on~~ the ~~Company’s~~interim ~~consolidated~~period ~~financial statements for the fiscal years ended December 31, 2012 and 2011 did not contain an adverse opinion or disclaimer~~ of ~~opinion~~October ~~and were not qualified or modified as to uncertainty~~12, ~~audit~~2013 scope or accounting principles. In connection with the audits of the Company's consolidated financial statements for the fiscal years ended December 31, 2012 and 2011, and in the subsequent interim period through ~~October~~November 118, 2013, ~~there~~the ~~were~~Company nohas ~~disagreements~~not consulted with Ernst & Young onwith ~~any~~respect ~~matters~~to the application of accounting principles orto ~~practices,~~a ~~financial~~specified ~~statement~~transaction, ~~disclosure~~either completed or ~~auditing scope and procedures which~~proposed, ifor ~~not resolved to~~ the ~~satisfaction~~type of ~~Ernst~~audit &opinion ~~Young,~~that would have ~~caused~~been ~~Ernst~~rendered &on ~~Young to make reference to~~ the ~~matter~~Company’s inconsolidated ~~their~~financial ~~report.~~statements, ~~There~~or ~~were~~any noother ~~reportable~~matters ~~events~~set ~~(as~~forth ~~that term is described~~ in Item 304(a)(12)(vi) or (ii) of Regulation S-K~~) during the two fiscal years ended December 31, 2012 and 2011, or in the subsequent period through October 11, 2013~~.

The Company has provided a copy of the foregoing disclosures to Ernst & Young and requested that Ernst &Young furnish it with a letter addressed to the Securities and Exchange Commission stating whether Ernst &Young agrees with the above statements. A copy of Ernst &Young’s letter, dated October 16, 2013, is filed as Exhibit 16.1 to this Form 8-K.

(b) During the two most recent fiscal years and in the subsequent interim period through October 11, 2013, the Company has not consulted with KPMG 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.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description of Exhibit
16.1	Letter from Ernst & Young LLP to the Securities and Exchange Commission dated October 16, 2013.

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: October 16, 2013	By:	/s/ Robert J. Krakauer
Date: November 13, 2013	By:	/s/ Robert J. Krakauer
		Name:	Robert J. Krakauer
		Title:	Executive Vice President and Chief Financial Officer

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