-----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, ANs+JOAXOc1LdM3gRO5C5NGWd72IjawZ5tuLOW3CDAmRxSD+1jWNFMHOS+xgTtWS SFuzoZW+UuIUEIfEVitWig== 0000891618-01-502366.txt : 20020411 0000891618-01-502366.hdr.sgml : 20020411 ACCESSION NUMBER: 0000891618-01-502366 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011126 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOMAG INC /DE/ CENTRAL INDEX KEY: 0000813347 STANDARD INDUSTRIAL CLASSIFICATION: MAGNETIC & OPTICAL RECORDING MEDIA [3695] IRS NUMBER: 942914864 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16852 FILM NUMBER: 1799087 BUSINESS ADDRESS: STREET 1: 1710 AUTOMATION PWY CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4085762000 MAIL ADDRESS: STREET 1: 1710 AUTOMATION PWY CITY: SAN JOSE STATE: CA ZIP: 95131 8-K 1 f77471e8-k.txt FORM 8-K ================================================================================ 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 November 26, 2001 ------------------------------------------------ Date of Report (date of earliest event reported) KOMAG, INCORPORATED ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 0-16852 94-2914864 - ------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 1710 Automation Parkway San Jose, California 95131 ---------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (408) 576-2000 N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ Item 4. Changes in Registrant's Certifying Accountant (a) Previous Independent Accountants. Komag, Incorporated issued a press release on November 19, 2001, announcing that its auditors, Ernst & Young LLP, resigned after a fourteen-year period of engagement, which press release is filed as Exhibit 99.1 hereto. As described in the press release, Ernst & Young's resigned due to a conflict between the requirement that the Bankruptcy Court approve the Registrant's auditors and certain terms required by Ernst & Young in its engagement agreement for debtors, such as the Registrant, in chapter 11 proceedings. The Registrant's Board of Directors approved the decision to change independent accountants. Ernst & Young's reports on the Registrant's financial statements for the past two years did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. However, Ernst & Young did report uncertainty as to the Registrant's ability to continue as a going concern. During the Registrant's two most recently completed fiscal years and the subsequent interim period preceding Ernst & Young's resignation, there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Ernst & Young, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the financial statements for such years. During the Registrant's two most recently completed fiscal years and the subsequent interim period preceding Ernst & Young's resignation, there were no "reportable events" as that term is defined in Regulation S-K Item 304(a)(1)(v). The Registrant requested that Ernst & Young furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of that letter dated November 26, 2001 is filed as Exhibit 16 to this Form 8-K. (b) New Independent Accountants. The Registrant engaged KPMG LLP as the Registrant's principal accountants effective as of November 19, 2001. During the Registrant's two most recent fiscal years and the subsequent interim period prior to engaging KPMG, neither the Registrant nor anyone on its behalf consulted with KPMG regarding either (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 the Registrant's financial statements, and neither a written report nor oral advice was provided to the Registrant by KPMG that was an important factor considered by the Registrant in reaching a decision as to any accounting, auditing or financial reporting issue; 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 and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K. Item 7. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. 16 Letter regarding change in certifying accountants from Ernst & Young LLP dated November 26, 2001. 99.1 Text of press release dated November 19, 2001. 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. Komag, Incorporated, a Delaware corporation Dated: November 26, 2001 By: /s/ Thian Hoo Tan ------------------------------------ Thian Hoo Tan Chief Executive Officer EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 16 Letter regarding change in certifying accountants from Ernst & Young LLP dated November 26, 2001. 99.1 Text of press release dated November 19, 2001.
EX-16 3 f77471ex16.txt EXHIBIT 16 EX-16 LETTER REGARDING CHANGE IN CERTIFYING ACCOUNTANTS FROM ERNST & YOUNG LLP DATED NOVEMBER 26, 2001. November 26, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: We have read Item 4 of Form 8-K (dated November 26, 2001) of Komag, Incorporated and are in agreement with the statements contained in the first two paragraphs therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Ernst & Young LLP EX-99.1 4 f77471ex99-1.txt EXHIBIT 99.1 EX-99.1 PRESS RELEASE FOR IMMEDIATE RELEASE SAN JOSE, Calif., November 19, 2001 -- Komag, Incorporated (OTC Bulletin Board: KMAGQ), the largest independent producer of media for disk drives, today announced that the company has engaged KPMG, LLP as its auditors to replace Ernst & Young LLP, which has withdrawn from a fourteen-year period of engagement. The reason for Ernst & Young's withdrawal stems from the terms of its required engagement agreement for debtors in chapter 11 proceedings. Because Komag is undergoing a chapter 11 reorganization, employment of professional firms requires authorization of the Bankruptcy Court. In a tentative ruling, responding to similar terms in the contract of Ernst & Young Corporate Finance, an affiliate of Ernst & Young, the Bankruptcy Judge presiding over Komag's chapter 11 proceedings -- the Honorable James R. Grube of the U.S. Bankruptcy Court, Northern District of California, San Jose Division -- stated that such terms required a substantial waiver of Komag rights on the part of the bankruptcy estate and therefore refused to approve Komag's application for retention of Ernst & Young Corporate Finance. As a result, the company expects the Court would also deny Ernst & Young's application to serve as Komag's auditors during the pendency of the chapter 11 reorganization. Given these facts, Ernst & Young has resigned as the Company's independent auditors. Ted Siegler, Komag vice president and chief financial officer, stated, "We have no disagreements with Ernst & Young over accounting policy or other issues. The change in accounting firms is necessitated solely because Ernst & Young was unable to get approval of their terms of engagement while the company is in bankruptcy. I am highly gratified that KPMG has stepped in and expect that our new relationship will be every bit as constructive as our old relationship was. Meanwhile, I remain fully confident in our accounting and control systems. We have demonstrated the ability, over a long period of time, to produce high quality, timely financial statements." About Komag Founded in 1983, Komag is the world's largest independent supplier of thin-film disks, the primary high-capacity storage medium for digital data. Komag leverages the combination of its U.S. R&D centers with its world-class Malaysian manufacturing operations to produce disks that meet the high-volume, stringent quality, low cost and demanding technology needs of its customers. By enabling rapidly improving storage density at ever-lower cost per gigabyte, Komag creates extraordinary value for consumers of computers, enterprise storage systems and electronic appliances such as peer-to-peer servers, digital video recorders and game boxes. For more information about Komag, visit Komag's Internet home page at http://www.komag.com or call Komag's Investor Relations 24-hour Hot Line at 888-66-KOMAG or 408-576-2901. -----END PRIVACY-ENHANCED MESSAGE-----