Attached files

file filename
EX-16.1 - LETTER FROM ERNST & YOUNG LLP TO THE SECURITIES AND EXCHANGE COMMISSION - DreamWorks Animation, LLCdex161.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 1 ON

FORM 8-K/A

 

 

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 21, 2010

 

 

DreamWorks Animation SKG, Inc. 

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32337   68-0589190

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1000 Flower Street, Glendale, California   91201
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (818) 695-5000

 

 

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))

 

 

 


On October 27, 2010, DreamWorks Animation SKG, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) to report a change in the Company’s certifying accountant. On October 21, 2010, the Company’s Board of Directors approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as the Company independent registered public accounting firm for the year ending December 31, 2011. Such engagement was to be effective upon the completion of the audit by Ernst & Young LLP (“E&Y”) of the Company’s financial statements for the year ended December 31, 2010.

This Amendment No. 1 on Form 8-K/A is being filed to amend Item 4.01 of the Form 8-K and to report the commencement of the engagement of PwC.

 

Item 4.01 Change in Registrant’s Certifying Accountant.

On October 21, 2010 the Audit Committee of the Board of Directors of DreamWorks Animation SKG, Inc. (the “Company”) approved the engagement of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2011. PwC’s engagement as the Company’s independent registered public accounting firm commenced on February 24, 2011. The decision to change auditors was the result of a competitive process that was launched in connection with the rotation of the lead audit partner of Ernst & Young LLP (“E&Y”) for the Company’s account pursuant to Rule 2-01(c)(6) of Regulation S-X.

On February 24, 2011, the Audit Committee dismissed E&Y as the Company’s independent registered public accounting firm.

During the years ended December 31, 2009 and December 31, 2010 and through February 24, 2011, neither the Company nor anyone on its behalf has consulted with PwC with respect to 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 Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company 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 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 defined in Item 304(a)(1)(v) of Regulation S-K).

The reports of E&Y on the Company’s consolidated financial statements for the years ended December 31, 2009 and December 31, 2010 did not contain an adverse opinion or a disclaimer of an opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2009 and December 31, 2010 and through February 24, 2011, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of E&Y, would have caused E&Y to make reference to the subject matter of the disagreements in its reports on the Company’s consolidated financial statements for such years.

During the years ended December 31, 2009 and December 31, 2010 and through February 24, 2011, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).


The Company has provided E&Y with a copy of the above disclosures and has requested that E&Y furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the statements made above. A copy of E&Y’s letter dated February 28, 2011 is attached as Exhibit 16.1 to this Report.

 

Item 9.01. Financial Statements and Exhibits.

    (d) Exhibits:

 

Exhibit No.

 

Description

16.1   Letter dated February 28, 2011 from Ernst & Young LLP to the Securities and Exchange Commission.


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 hereunto duly authorized.

 

        DreamWorks Animation SKG, Inc.
Date: February 28, 2011     By:  

/s/LEWIS W. COLEMAN

      Lewis W. Coleman
      President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

16.1    Letter dated February 28, 2011 from Ernst & Young LLP to the Securities and Exchange Commission.