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EX-16.1 - EXHIBIT 16.1 - LEAPFROG ENTERPRISES INCv355290_ex16-1.htm

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

 

September 17, 2013
Date of Report (date of earliest event reported)

 

 


 

LEAPFROG ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
1-31396
(Commission
File Number)
95-4652013
(IRS Employer
Identification No.)

 

6401 Hollis Street, Suite 100
Emeryville, California 94608-1463
(Address of principal executive offices) (Zip Code)

 

(510) 420-5000

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 (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))

 

 
 

 

Item 4.01.Changes in Registrant’s Certifying Accountant

 

(a) The Audit Committee (the “Committee”) of the Board of Directors of LeapFrog Enterprises, Inc. (the “Company”) recently conducted a competitive selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The Committee invited several international public accounting firms to participate in this process, including Ernst & Young LLP (“Ernst & Young”), the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. As a result of this process, on September 17, 2013, the Committee approved the appointment of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. Also on September 17, 2013, the Committee dismissed Ernst & Young as the Company’s independent registered public accounting firm effective as of that date.

 

The reports of Ernst & Young on the Company’s financial statements for the fiscal years ended December 31, 2012 and 2011 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company's financial statements for the fiscal years ended December 31, 2012 and 2011, and in the subsequent interim period through September 17, 2013, there were no disagreements with Ernst & Young on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference to the matter in their report. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the two fiscal years ended December 31, 2012 and 2011, or in the subsequent period through September 17, 2013.

 

The Company has requested that Ernst &Young furnish it with a letter addressed to the Securities and Exchange Commission stating whether Ernst &Young agrees with the above statements. A copy of Ernst &Young’s letter, dated September 20, 2013, is filed as Exhibit 16.1 to this Form 8-K.

 

(b) During the two most recent fiscal years and in the subsequent interim period through September 17, 2013, the Company has not consulted with PricewaterhouseCoopers with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits

 

The following exhibit is filed herewith:

 

Exhibit Number

Description

16.1 Letter from Ernst & Young LLP to the Securities and Exchange Commission dated September 20, 2013.

 

 

 
 

 

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.

 

 

LeapFrog Enterprises, Inc.

   
   
  By: /s/ Raymond L. Arthur  
Date:  September 20, 2013   Raymond L. Arthur
    Chief Financial Officer

 

 

 

 
 

 

EXHIBIT INDEX

 

Exhibit Number

Description

16.1 Letter from Ernst & Young LLP to the Securities and Exchange Commission dated September 20, 2013.