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 5, 2007
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ATEL Capital Equipment Fund VIII, LLC
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(Exact name of registrant as specified in its charter)
California 000-33103 94-3307404
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 California Street, 6th Floor, San Francisco, California 94108-2733
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 989-8800
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N/A
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(Former name or former address, if changed since last report)
ITEM 4.01 Changes in Registrant's Certifying Accountant
On February 5, 2007, the Registrant dismissed Ernst & Young LLP ("E&Y") as its
principal independent accountants for its fiscal year ended December 31, 2006
and beyond. E&Y continues to be engaged by the Registrant to perform tax
services. The registrant has not yet completed and filed its financial
statements with a report of its independent accountants for its fiscal year
ended December 31, 2005, as a result of delays encountered in the restatement of
its financial statements for the years ended December 31, 2004, 2003 and 2002.
E&Y has been retained as the Registrant's principal independent accountant for
the periods through December 31, 2005. As discussed below, the Registrant has
engaged a new principal independent accounting firm for the year ended December
31, 2006 and beyond.
The decision to change the Registrant's principal independent accountants was
recommended and approved by the board of directors of ATEL Leasing Corporation
("ALC"), the managing member of ATEL Financial Services, LLC ("AFS"), the
Registrant's manager. The Registrant does not have a separate audit committee,
and the board of directors of ALC (the "Board") therefore acts as the
Registrant's audit committee.
E&Y's report on the Registrant's financial statements for the year ended
December 31, 2004, the Registrant's most recent fiscal year for which an
independent accountant's report has been issued on its financial statements, did
not contain an adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principles. During the
Registrant's fiscal years ended December 31, 2005 and 2006, and the subsequent
interim period through February 5, 2007, the date of E&Y's dismissal, there were
no disagreements with E&Y on any matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which, if not
resolved to the satisfaction of E&Y would have caused it to make reference to
the subject matter of the disagreement in connection with its report on the
financial statements for that period, nor, except as set forth in the following
paragraph, have there been any "reportable events" as defined under Item
304(a)(1)(v) of Regulation S-K during such period.
As discussed in Item 9A of the Registrant's amended annual report on Form 10-K/A
for the year ended December 31, 2004, the Registrant determined that its
disclosure controls and procedures over the: a) application of generally
accepted accounting principles for leasing transactions (specifically, timely
identification and recording of impairment in leased assets, accumulating and
capitalizing costs for initiating leases, and properly amortizing costs
associated with the initiation of a lease); b) allocation of costs incurred by
the Registrant's Manager on behalf of the Registrant; c) process of identifying
and estimating liabilities in the correct period; and d) financial statement
close process, including evaluating the relative significance of misstatements,
were determined to be ineffective and to constitute material weaknesses in
internal control over financial reporting. E&Y discussed these matters with the
Board, and the Registrant has authorized E&Y to respond fully to the inquiries
of its successor as the Registrant's principal independent accountant concerning
the subject matter of each such material weakness.
As discussed in Item 9A of the Registrant's amended annual report on Form 10-K/A
for the year ended December 31, 2004, AFS, the Registrant's Manager, has taken
and is continuing to take steps that will remediate the weaknesses in its
internal controls referred to in the foregoing paragraph.
Effective as of February 5, 2007, the Board approved the engagement of, and
engaged, the firm of Moss Adams LLP ("Moss Adams") as independent accountants
for its fiscal year ended December 31, 2006, and beyond. The Registrant has not,
during the two fiscal years ended December 31, 2006, or during the interim
period through February 5, 2007, the date of engagement of Moss Adams, consulted
Moss Adams regarding (i) either the application of accounting principles to a
specified transaction, completed or proposed, or the type of audit opinion that
might be rendered on the Registrant's financial statements, or (ii) any
disagreement described under Item 304(a)(1)(iv) of Regulation S-K or any
reportable event described under Item 304(a)(1)(v) of Regulation S-K.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
(16) Letter regarding changes in certifying accountant
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.
Dated: February 8, 2007
ATEL Capital Equipment Fund VIII, LLC
By: ATEL Financial Services, LLC,
a California limited liability company,
Manager
By: ATEL Leasing Corporation, Manager
By: /s/ PARITOSH K. CHOKSI
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Paritosh K. Choksi, Executive Vice
President, Chief Financial Officer
and Chief Operating Officer