-----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, UWQ3xRtJ1/dSZExAcN4j0HUZay4GNA0lQjiNOSzZwsrwVJy6gUBzMVDb5CSL8a3P oxTkgPRNpqCKjUvi4t+doQ== 0001341004-06-000710.txt : 20061013 0001341004-06-000710.hdr.sgml : 20061013 20060313165809 ACCESSION NUMBER: 0001341004-06-000710 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060303 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20060313 DATE AS OF CHANGE: 20060314 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14677 FILM NUMBER: 06682676 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/A 1 pal199295.txt AMENDMENT NO.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 3, 2006 EVANS & SUTHERLAND COMPUTER CORPORATION (Exact name of registrant as specified in its charter) Utah 0-8771 87-0278175 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 600 Komas Drive, Salt Lake City, Utah 84108 (Address of principal executive offices) (Zip Code) (801) 588-1000 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] 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)) This Amendment No. 1 on Form 8-K/A (this "Form 8-K/A") amends and restates in its entirety Item 4.02(a) of the Current Report on Form 8-K filed by Evans & Sutherland Computer Corporation, a Utah corporation (the "Company"), with the Securities and Exchange Commission on March 7, 2006 (the "Original Form 8-K"), in which the Company disclosed, among other things, its intention to file restated financial statements. The purpose of this amendment is to clarify the method and timing by which the Company intends to file such restated financial statements. This Form 8-K/A does not amend or modify the information set forth in Items 2.02 and 9.01 of the Original Form 8-K. Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. (a) In connection with the preparation of its financial statements for the year ended December 31, 2005, management of the Company determined that certain errors were made in its accounting for certain real property leases with rent escalation provisions. Under these leases, the Company's lease payments increase by a minimum fixed percentage over specific time periods. Historically, the Company accounted for leases by recording as an expense the actual lease payments made during each period. However, under U.S. generally accepted accounting principles, leases with fixed escalators should be expensed on a straight-line basis over the term of the lease. On March 3, 2006, as a result of the review of its lease accounting practices, the Company's audit committee concluded, upon the recommendation of management and with the concurrence of KPMG LLP, its independent registered public accountants, that certain previously filed financial statements should no longer be relied upon. The Company will restate its previously filed financial statements for the fiscal years ended December 31, 2003 and 2004, and for the interim quarterly periods in 2004 and 2005. The Company intends to include such restated financial statements for the fiscal years ended December 31, 2003 and 2004 and for the interim quarterly periods in 2004 and 2005 in its Annual Report on Form 10-K for the fiscal year ended December 31, 2005, which the Company currently expects to file on or before March 30, 2006. Although the Company's decision to restate its financial statements arose from the need to correct its accounting for certain leases, the Company has elected to correct at the same time other previously identified errors which were considered immaterial by the Company and its auditors at the time they were first identified. These other adjustments have already been reflected in the Company's financial statements, but were generally recorded in subsequent periods when identified. The restatement will allocate such adjustments to the correct periods. The Company does not believe any of these changes are material. The Company's audit committee and management have discussed the matters set forth herein with KPMG LLP, the Company's independent registered public accountants. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EVANS & SUTHERLAND COMPUTER CORPORATION By: /s/ James R. Oyler ---------------------- Name: James R. Oyler Title: President and Chief Executive Officer March 13, 2006 COVER 2 filename2.txt Evans & Sutherland Computer Corporation 600 Komas Drive Salt Lake City, Utah 84108 March 13, 2006 VIA EDGAR - --------- Securities and Exchange Commission Division of Corporation Finance Mail Stop 6010 100 F Street, N.E. Washington, D.C. 20549 Attn: Jeanne Bennett Staff Accountant Re: Evans & Sutherland Computer Corporation Form 8-K for Item 4.02 filed March 7, 2006 File No. 0-8771 -------------------------------------------- Ladies and Gentlemen: Reference is hereby made to the letter, dated March 9, 2006 (the "Comment Letter"), of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") with respect to the Current Report on Form 8-K filed on March 7, 2006 by Evans & Sutherland Computer Corporation (the "Company"). In response to the Staff's comment set forth in the Comment Letter, please be advised that the Company is today filing a Current Report on Form 8-K/A which clarifies that the Company intends to include restated financial statements for the fiscal years ended December 31, 2003 and 2004 and for the interim quarterly periods in 2004 and 2005 in its Annual Report on Form 10-K for the fiscal year ended December 31, 2005, which the Company currently expects to file on or before March 30, 2006. The Company hereby acknowledges that: o the Company is responsible for the adequacy and accuracy of the disclosure in the filing; Securities and Exchange Commission March 13, 2006 Page 2 o staff comments or changes to the disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and o the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have any questions regarding this letter, please contact the undersigned at (801) 588-1700. Yours truly, EVANS & SUTHERLAND COMPUTER CORPORATION /s/ James R. Oyler ---------------------------- James R. Oyler President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----