UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
As previously disclosed in a current report on Form 8-K filed with the
Securities and Exchange Commission on February 16, 2005 and amended on Form
8-K/A on April 25, 2005, KPMG LLP ("KPMG") notified Cache, Inc. that it would
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. On March 17, 2005, after filing
of the Company's Form 10-K for the fiscal year ended January 1, 2005, KPMG's
resignation became effective.
In connection with the audits of the two fiscal years ended January 1,
2005 and subsequent interim period through March 17, 2005, there were: (1) no
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement, or (2) no reportable events, except that KPMG advised Cache, Inc.
of the following material weakness: Cache, Inc. did not maintain effective
internal control over financial reporting as of January 1, 2005 because of the
effect of a material weakness regarding a lack of sufficient controls over the
selection and monitoring of accounting policies for construction allowances
received from landlords.
The audit reports of KPMG on the consolidated financial statements of
Cache, Inc. as of and for the years ended January 1, 2005 and December 27, 2003
did not contain an adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles,
except that KPMG's audit reports contained a separate paragraph indicating that
the Company restated its consolidated balance sheet as of December 27, 2003 and
its consolidated statements of cash flows for the years ended December 27, 2003
and December 28, 2002.
The audit reports of KPMG on 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 did not contain an
adverse opinion or disclaimer of opinion, and were not qualified or modified as
to uncertainty, audit scope or accounting principles, except that KPMG's report
indicates that Cache, Inc. did not maintain effective internal control over
financial reporting as of January 1, 2005 because of the effect of a material
weakness on the achievement of the objectives of the control criteria and
contains an explanatory paragraph that states "In its assessment as of January
1, 2005, management identified as a material weakness the Company's lack of
sufficient controls over the selection and monitoring of accounting policies for
construction allowances received from landlords. As a result of this material
weakness in internal control, Cache, Inc. concluded the Company's previously
reported cash flows from operations and cash used in investing activities had
been understated and that previously issued financial statements should be
restated."
The Company has requested that KPMG furnish it with a letter addressed to
the Securities and Exchange Commission stating whether they agree with the above
statements. Such letter is attached as Exhibit 16.1 to this Form 8-K.
On April 19, 2005, the Company engaged Deloitte & Touche LLP ("D&T"),
effective April 19, 2005, as the Company's new independent auditor for the
fiscal year beginning January 2, 2005. The Audit Committee of the Company's
Board of Directors approved the engagement of D&T. During the two most recent
fiscal years and through April 19, 2005, the Company has not consulted with D&T
regarding any of the matters or reportable events set forth in Item 304 (a) (2)
(i) and (ii) of Regulation S-K.
ITEM 9.01 EXHIBITS
16.1 Letter from KPMG LLP to the U.S. Securities and Exchange Commission, dated
as of May 2, 2005, stating its agreement with the statements made in
this report.
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: MAY 2, 2005 CACHE, INC.
BY: /S/ BRIAN WOOLF
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BRIAN WOOLF
CHAIRMAN AND CHIEF EXECUTIVE OFFICER