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, KPMG LLP ("KPMG")
notified Cache, Inc. (the "Company") 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.
KPMG performed audits of the Company's consolidated financial
statements for the fiscal years ended January 1, 2005 (fiscal 2004) and December
27, 2003 (fiscal 2003). 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
March 17, 2005, (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 will be filed with the Securities and Exchange Commission by amending
this Form 8-K promptly after receipt of such letter.
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 engagement of D&T was approved by the
Audit Committee of the Company's Board of Directors. During the Company's 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
99.1 Press release regarding appointment of Deloitte & Touche LLP as
the Company's new independent auditor.
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: APRIL 20, 2005 CACHE, INC.
BY: /S/ BRIAN WOOLF
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BRIAN WOOLF
CHAIRMAN AND CHIEF EXECUTIVE OFFICER