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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):
MARCH 26, 2007
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) (ZIP CODE)
(212) 575-3200
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
N/A
(FORMER NAME, FORMER ADDRESS AND FOMER FISCAL YEAR,
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))
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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(A) Previous Independent Registered Public Accounting Firm
(i) As previously disclosed in a current report on Form 8-K filed with the
Securities and Exchange Commission on March 30, 2007, on
March 26, 2007, Cache, Inc. (the "Company") dismissed
Deloitte & Touche LLP as the Company's independent registered public
accounting firm, effective immediately.
(ii) The Reports of Deloitte & Touche LLP on the Company's consolidated
financial statements and financial statement schedule for the years
ended December 30, 2006 and December 31, 2005 did not contain an
adverse or disclaimer of opinion, nor were such reports qualified or
modified as to uncertainty, audit scope, or accounting principles.
(iii) During the two fiscal years ended December 30, 2006 and December 31,
2005, and the interim period through the date hereof, there were no
"reportable events", as defined in Item 304(a)(1)(v) of Regulation S-K
of the Securities and Exchange Commission, except that on March 15,
2007 and March 17, 2006, Deloitte & Touche LLP and management advised
the Company's Audit Committee of a material weakness in internal
control over financial reporting as of December 30, 2006
and December 31, 2005, respectively.
For further discussion of these material weaknesses refer to Item 9A of
the Company's Form 10-K for the fiscal years ended December 30, 2006
and December 31, 2005.
(vi) During the two most recent fiscal years and the interim period through
the date hereof, there have been no disagreements with Deloitte &
Touche LLP 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 Deloitte &
Touche LLP, would have caused it to make reference to the subject
matter of the disagreements in connection with its report.
(v) The decision to dismiss Deloitte & Touche LLP was recommended and
approved by the Audit Committee of the Company's Board of Directors.
(vi) The Company has requested that Deloitte & Touche LLP furnish a letter
addressed to the Securities and Exchange Commission ("SEC") stating
whether it agrees with the statements made above. A copy of this letter
is attached as Exhibit 16.1 to this Form 8-K.
(B) New Independent Registered Public Accounting Firm
(i) On March 26, 2007, the Company engaged Mahoney Cohen & Company,
CPA P.C. ("MC&C"), effective immediately, as the Company's new
independent registered accountants. The engagement of MC&C was
approved by the Audit Committee of the Company's Board of
Directors.
(ii) During the Company's two most recent fiscal years and through the date
hereof, the Company has not consulted with MC&C 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 Deloitte & Touche LLP to the U.S. Securities and Exchange
Commission, dated as of April 2, 2007.
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 hereunto duly authorized.
CACHE, INC.
By: /s/ Brian Woolf
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Brian Woolf
Chairman and Chief Executive Officer
Date: April 4, 2007