SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|Date of Report (Date of Earliest Event Reported):||April 8, 2013|
SKECHERS U.S.A., INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|of incorporation)||File Number)||Identification No.)|
|228 Manhattan Beach Boulevard, Manhattan Beach, California||90266|
(Address of principal executive offices)
|Registrants telephone number, including area code:||(310) 318-3100|
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 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))
Skechers U.S.A., Inc. (the Company) is filing this Current Report on Form 8-K/A (this Amendment) to amend and restate its Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) on April 9, 2013 (the Original Report) to update the Item 4.01 and 4.02 disclosure contained in the Original Report to reflect that the Company has provided a copy of the Original Report to KPMG LLP (KPMG) and to file KPMGs letter to the SEC furnished to the Company in response the Original Report. Except as specifically described above, (i) this Amendment does not reflect events occurring subsequent to the filing of the Original Report and (ii) no other substantive changes have been made to the disclosure set forth in the Original Report.
Item 4.01 Changes in Registrants Certifying Accountant.
(a) On April 8, 2013, KPMG notified the Company that KPMG was resigning, effective immediately, as the Companys independent accountant. KPMG stated it had concluded it was not independent because of alleged insider trading in the Companys securities by one of KPMGs former partners who was the KPMG engagement partner on the Companys audit for the 2011 and 2012 fiscal years. KPMG advised the Company it resigned as the Companys independent accountant solely due to the impairment of KPMGs independence resulting from its now former partners alleged unlawful activities and not for any reason related to the Companys financial statements, its accounting practices, the integrity of the Companys management or for any other reason.
None of KPMGs audit reports on the Companys financial statements for the fiscal years ended December 31, 2011 and 2012 or KPMGs audit reports on the effectiveness of internal control over financial reporting as of December 31, 2011 and 2012 contained an adverse opinion or a disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope or accounting principles. In addition, at no point during the two fiscal years ended December 31, 2012 and the subsequent interim period through April 8, 2013 were there any (1) disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement(s), if not resolved to the satisfaction of KPMG, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports, or (2) reportable events as such term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided KPMG with a copy of the disclosure set forth in Item 4.01 of the Original Report and requested that KPMG furnish the Company with a letter addressed to the SEC stating whether or not it agreed with the statements made therein, each as required by applicable SEC rules. A copy of the letter is filed herewith as Exhibit 16.1.
While the Company has not engaged a new independent accounting firm, it has begun a search process to identify KPMGs successor. The Company will disclose its engagement of a new independent accounting firm once the process has been completed as required by SEC rules.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
(b) As a result of the alleged insider trading activity by its now former partner and KPMGs resulting resignation on April 8, 2013, KPMG notified the Company its independence has been impaired and had no option but to withdraw its audit reports on the Companys financial statements for the fiscal years ended December 31, 2011 and 2012 and the effectiveness of internal control over financial reporting as of December 31, 2011 and 2012 and that such reports should no longer be relied upon as a result of KPMGs lack of independence created by the circumstances described above. The Companys Audit Committee and management continue to believe that the Companys financial statements covering the referenced periods fairly present, in all material respects, the financial condition and results of operations of the Company as of the end of and for the referenced periods and may continue to be relied upon and that the Companys internal control over financial reporting was effective during these periods. The Chair of the Companys Audit Committee as well as senior management discussed the matters described in this Item 4.02 with representatives of KPMG.
The Company provided KPMG with a copy of the disclosure set forth in Item 4.02 of the Original Report and requested that KPMG furnish the Company with a letter addressed to the SEC stating whether or not it agreed with the statements made therein, each as required by applicable SEC rules. A copy of the letter is filed herewith as Exhibit 16.1.
Item 8.01 Other Events.
On April 9, 2013, the Company issued a press release discussing KPMGs resignation, which was filed as Exhibit 99.1 to the Original Report.
Item 9.01 Financial Statements and Exhibits.
16.1 Letter of KPMG LLP dated April 11, 2013
99.1 Press Release issued by Skechers U.S.A., Inc. on April 9, 2013, filed as Exhibit 99.1 to the Original Report and incorporated herein by reference.
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.
|SKECHERS U.S.A., INC.|
|April 16, 2013||By:||
|Name: David Weinberg|
|Title: Chief Operating Officer and Chief Financial Officer|
|Letter of KPMG LLP dated April 11, 2013|