-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BlIpDdhzFgK97+ZKSlN2XDGP/Bd63EuYpsMe07cn/qdfXiJO5mN2yIO7Jxu7nh5w 43V2sERDsFKwknx01f8S+Q== 0001104659-06-066356.txt : 20061012 0001104659-06-066356.hdr.sgml : 20061012 20061012171908 ACCESSION NUMBER: 0001104659-06-066356 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061005 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061012 DATE AS OF CHANGE: 20061012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EVANS & SUTHERLAND COMPUTER CORP CENTRAL INDEX KEY: 0000276283 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 870278175 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14677 FILM NUMBER: 061142736 BUSINESS ADDRESS: STREET 1: 770 KOMAS DR CITY: SALT LAKE CITY STATE: UT ZIP: 84108 BUSINESS PHONE: 8015881815 MAIL ADDRESS: STREET 1: 770 KOMAS DR CITY: SALT LAKE CITY STATE: UT ZIP: 84108 8-K 1 a06-21212_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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

Date of Report (Date of earliest event reported): October 5, 2006

EVANS & SUTHERLAND COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)

Utah

001-14677

87-0278175

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

 

770 Komas Drive

Salt Lake City, Utah 84108

(Address of Principal Executive Offices)


 

(801) 588-1000
(Registrant’s telephone number, including area code)

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:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 425 under the Exchange Act (17 CFR 240.14.a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




 

Item 4.01.  Change in Registrant’s Certifying Accountant.

(a)           (i)            On October 5, 2006, the Audit Committee and the Board of Directors of Evans & Sutherland Computer Corporation (the “Registrant”) dismissed KPMG, LLP (“KPMG”) as the principal accountants for the Registrant.

(ii)           The reports of KPMG on the Registrant’s consolidated financial statements as of and for the fiscal years ended December 31, 2005 and 2004 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that KPMG’s report on the consolidated financial statements of the Registrant as of and for the years ended December 31, 2005 and 2004 contained a separate paragraph stating “as discussed in Note 3, the consolidated financial statements as of December 31, 2004 and for each of the years ended December 31, 2004 and 2003 have been restated.”

(iii)          The decision to change principal accountants was approved by the Audit Committee and the Board of Directors of the Registrant.

(iv)          In connection with the audits of the two fiscal years ended December 31, 2005, and the subsequent interim period through October 5, 2006, there were 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 KPMG’s satisfaction, would have caused KPMG to make reference in connection with their opinion to the subject matter of the disagreement.

(v)           In connection with the audits of the two fiscal years ended December 31, 2005, and the subsequent interim period through October 5, 2006, there have been no reportable events described under Item 304(a)(1)(v) of Regulation S-K, except that, as reported in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, the Registrant identified a material weakness in internal control over financial reporting related to its accounting for leases.

(b)           On October 9, 2006, the Registrant engaged the registered public accounting firm of Tanner LC (“Tanner”) as its new principal accountants, effective immediately.  The Registrant has not consulted with Tanner during its fiscal years ended December 31, 2005 and 2004 or the subsequent interim period through October 9, 2006 regarding a reportable event as described under item 304(a)(1)(v) of Regulation S-K or the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion Tanner might render on the Registrant’s financial statements or regarding any of the matters described in Item 304(a)(2)(i) and Item 304(a)(2)(ii) of Regulation S-K.

(c)           The Registrant has provided KPMG with a copy of the foregoing disclosure and requested that it furnish the Registrant with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by the Registrant herein.  A copy of KPMG’s letter, dated October 12, 2006 is filed herewith and is attached as Exhibit 16.1 to this Current Report on Form 8-K.

2




 

Item 9.01.  Change in Registrant’s Certifying Accountant.

(d)           Exhibits

16.1         Letter from KPMG, LLP to the United States Securities and Exchange Commission dated October 12, 2006.

3




 

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.

Date:  October 12, 2006

 

Evans & Sutherland Computer Corporation

 

 

 

 

By:

/s/ Paul L. Dailey

 

 

Paul L. Dailey

 

 

Acting Chief Financial Officer

 

4




 

Exhibit Index

Exhibit 16.1.                                                   Letter from KPMG, LLP to the United States Securities and Exchange Commission dated October 12, 2006.

 

5



EX-16.1 2 a06-21212_1ex16d1.htm EX-16

 

Exhibit 16.1

October 12, 2006

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for Evans & Sutherland Computer Corporation and, under the date of March 31, 2006 we reported on the consolidated financial statements of Evans & Sutherland Computer Corporation as of and for the years ended December 31, 2005 and 2004.  On October 5, 2006, we were notified that our appointment as principal accountants for Evans & Sutherland Computer Corporation was terminated. We have read Evans & Sutherland Computer Corporation’s statements included under Item 4.01 of its Form 8-K dated October 12, 2006, and we agree with such statements, except that we are not in a position to agree or disagree with Evans & Sutherland Computer Corporation’s statements that a) on October 9, 2006, the Registrant engaged the registered public accounting firm of Tanner LC as its new principal accountants, effective immediately, and that the Registrant has not consulted with Tanner LC during its fiscal years ended December 31, 2005 and 2004 or the subsequent interim period through October 9, 2006 regarding a reportable event as described under item 304(a)(1)(v) of Regulation S-K or the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion Tanner LC might render on the Registrant’s financial statements or regarding any of the matters described in Item 304(a)(2)(i) and Item 304(a)(2)(ii) of Regulation S-K, and b) the decision to change accountants was approved by the Audit Committee and the Board of Directors of the Registrant.

Very truly yours,

/s/ KPMG LLP

 



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