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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
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Date of Report (Date of earliest event reported): October 17, 2005
ADEPT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
California 0-27122 94-2900635
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification Number)
3011 Triad Drive 94550
Livermore, CA (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (925) 245-3400
None
(Former Name or Former Address, if Changed Since Last Report)
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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 Accountants
(i) On October 17, 2005, Adept Technology, Inc. ("Adept" or the
"Registrant") dismissed Adept's independent registered public accounting firm,
Ernst & Young LLP.
(ii) The audit reports of Ernst & Young LLP on the consolidated financial
statements of Adept as of and for the last two fiscal years ended June 30, 2005
did not contain any adverse opinion or disclaimer of opinion, nor were these
opinions qualified or modified as to uncertainty, audit scope or accounting
principles.
(iii) The change in independent public accountants was approved by Adept's
Audit Committee of its Board of Directors.
(iv) During Adept's two most recent fiscal years ended June 30, 2005, and
during the subsequent interim period preceding the dismissal of Ernst & Young
LLP, there was no disagreement between Adept and Ernst & Young LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Ernst & Young LLP's
satisfaction, would have caused Ernst & Young LLP to make reference to the
subject matter of the disagreement in connection with its reports.
(v) Except for the material weakness in internal control over financial
reporting findings described in the following paragraphs, during the fiscal
years ended June 30, 2004 and June 30, 2005, and in the subsequent interim
period preceding the dismissal of Ernst & Young, Adept did not have any
reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Adept reported in its Annual Report on Form 10-K for the fiscal year ended
June 30, 2005, that the Company was advised by Ernst & Young LLP of a "material
weakness" in Adept's internal controls. The Annual Report stated that the
material weakness related to the high number of post-closing adjustments
recorded by Adept reflecting a weakness in the communication, analysis and
review elements of the Company's financial accounting function preventing
reasonable assurance that financial information is processed and reported
timely.
Adept reported in its Quarterly Report on Form 10-Q for the fiscal quarter
ended January 1, 2005, that the Company was advised by Ernst & Young LLP of a
"material weakness" in Adept's internal controls relating to a failure to
correctly apply FAS 52 to currency-related transactions resulting in an
overstatement of the foreign currency translation gain by approximately
$400,000. The entry to correct the error was subsequently recorded and included
in the unaudited financial statements for the fiscal quarter enabling timely
reporting of financial results for the quarter.
Adept's Audit Committee and management have discussed the subject matter of
these material weakness findings with Ernst & Young and has authorized Ernst &
Young to respond fully to the inquiries of Adept's successor accountant
concerning the subject matter of these findings.
Adept has provided Ernst & Young with a copy of the foregoing disclosures
and requested that Ernst & Young furnish a letter to the Securities and Exchange
Commission stating whether or not Ernst & Young agrees with the above
statements. A copy of the letter from Ernst & Young LLP is attached hereto as
Exhibit 16.1.
(b) New Independent Accountants
On October 17, 2005, the Audit Committee of the Board of Directors engaged
Armanino McKenna LLP as Adept's independent registered public accounting firm.
During Adept's two most recent fiscal years ended June 30, 2005, and during
the subsequent interim period preceding the replacement of Ernst & Young LLP,
Adept has not consulted with Armanino McKenna LLP regarding (i) the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on Adept's
financial statements or (ii) any matter that was either the subject of a
disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K)
or a reportable event (as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter from Ernst & Young LLP to the Securities and Exchange
Commission, dated October 18, 2005.
SIGNATURE
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.
ADEPT TECHNOLOGY, INC.
Date: October 21, 2005 By: /s/ Robert R. Strickland
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Robert R. Strickland
Chief Financial Officer