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):
FEBRUARY 11, 2005
CACHE INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 0 -10345 59 -1588181
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(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION) NUMBER)
1440 BROADWAY, NEW YORK, NEW YORK 10018
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER: (212) 575-3200
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 2.01 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 15, 2005, we issued a press release announcing our financial
results for the fourteen and fifty-three week periods ended January 1, 2005. The
release is furnished as Exhibit 99.1 hereto. The information in this Current
Report is being furnished and shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that Section. The information in this Current Report shall not be
incorporated by reference into any registration statement or other document
filed with the Commission.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On February 11, 2005, KPMG LLP ("KPMG") notified Cache, Inc. (the
"Company") that it will decline to stand for re-appointment as the Company's
independent registered accountants for fiscal 2005 and will cease to represent
the Company as its auditor upon completion of the audit of the Company's
financial statements as of and for the year ended January 1, 2005 (fiscal 2004),
and management's assessment of the effectiveness of internal control over
financial reporting and the effectiveness of internal control over financial
reporting as of January 1, 2005, and the issuance of their reports thereon. KPMG
performed audits of the Company's consolidated financial statements for the
fiscal years ended December 27, 2003 (fiscal 2003) and December 28, 2002 (fiscal
2002). KPMG's reports for these periods did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the two most recent fiscal years and the interim period through
the date of this disclosure, (i) there have been no disagreements with KPMG 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 KPMG, would have caused it to make reference to the subject
matter of the disagreements in connection with its report, and (ii) there were
no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has requested that KPMG furnish a letter addressed to the SEC
stating whether it agrees with the statements made above. A copy of this letter,
dated February 14, 2005 is attached as Exhibit 16.1 to this Form 8-K.
The Company's audit committee has commenced a search for a new
independent public accountant but has not yet engaged such a firm.
ITEM 9.01 EXHIBITS
16.1 Letter from KPMG LLP to the U.S. Securities and Exchange Commission,
dated as of February 14, 2005, stating its agreement with the
statements made in this report.
99.1 Press Release issued by Cache, Inc., dated February 15, 2005.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
DATED: FEBRUARY 15, 2005 CACHE, INC.
BY: /s/ Brian Woolf
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BRIAN WOOLF
CHAIRMAN AND CHIEF EXECUTIVE OFFICER