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):
June 17, 2005
Sigma Designs, Inc.
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1221 California Circle
Milpitas, California 95035
(408) 262-9003
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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) On June 17, 2005, Deloitte & Touche LLP ("Deloitte & Touche") informed Sigma Designs, Inc. (the "Company") of their intent to resign as the Company's independent registered public accounting firm effective as of that date. The Company has accepted Deloitte & Touche's resignation.
(b) The reports of Deloitte & Touche on the financial statements of the Company for the fiscal years ended January 31, 2005 and 2004 and management's report on the effectiveness of internal control over financial reporting as of January 31, 2005 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except as set forth below.
(c) During the fiscal years ended January 31, 2005 and 2004 and through June 17, 2005, there were no disagreements with Deloitte & Touche of any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte & Touche, would have caused Deloitte & Touche to make reference thereto in their reports and there were no reportable events (as outlined in Regulation S-K Item 304(a)(1)(v)), except for the following:
In Item 9A of its Annual Report on Form 10-K for the year ended January 31, 2005, Management of the Company reported that it had assessed the effectiveness of the Company's internal control over financial reporting as of January 31, 2005, and had identified the following material weaknesses in the operating effectiveness of internal control: (1) inadequate controls to ensure that financial information is adequately analyzed to detect misstatements; (2) the lack of understanding of generally accepted accounting principles and SEC reporting; and (3) inadequate supervision and review controls over the recording of stock options; and that the above represent deficiencies or weaknesses in the effectiveness of the Company's internal controls that resulted in an adverse opinion from Deloitte & Touche on the effectiveness of the Company's internal controls.
Details of these weaknesses are provided in the following paragraphs:
(d) The Company has provided a copy of this disclosure to Deloitte & Touche and requested that Deloitte & Touche provide a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter dated June 23, 2005, is attached hereto as Exhibit 16.1 to this 8-K.
(e) The senior officers and Audit Committee of the Company will now formally commence a search to select a new independent registered public accounting firm. This search will be conducted in accordance with the terms of the Company's Audit Committee Charter. The Company will report the engagement of a successor independent registered public accounting firm in a subsequent Current Report on Form 8-K.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. |
Description |
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16.1 |
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Letter dated June 23, 2005 from Deloitte & Touche LLP to the Securities and Exchange Commission regarding statements included in this Form 8-K. |
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.
Date: June 23, 2005
Sigma Designs, Inc. |
By: | /s/ KIT TSUI |
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Kit Tsui | |
Chief Financial Officer |
Exhibit Index
Exhibit No. |
Description |
16.1 |
Letter dated June 23, 2005 from Deloitte & Touche LLP to the Securities and Exchange Commission regarding statements included in this Form 8-K. PDF |
PDF Also provided in PDF format as a courtesy.