Item 4.01. Changes in Certifying Accountant.
(a) On November 22, 2019, Kopin Corporation (the "Company"), with the approval
of the Audit Committee of the Company's Board of Directors (the "Audit
Committee"), dismissed Deloitte & Touche LLP ("Deloitte") as the Company's
independent registered public accounting firm effective immediately.
Deloitte's audit report on the Company's consolidated financial statements as of
and for the fiscal year ended December 29, 2018 did not contain any adverse
opinion or a disclaimer of opinion, and was not qualified as to uncertainty,
audit scope or accounting principle; however, it was modified to include
explanatory paragraphs relating to going concern and the Company's adoption of a
new accounting standard. Deloitte's audit report on the Company's consolidated
financial statements as of and for the fiscal year ended December 30, 2017 did
not contain any adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 29, 2018 and December 30, 2017 and the
subsequent interim period through November 22, 2019 (collectively, the
"Period"), there were no "disagreements" (as that term is used in Item
304(a)(1)(iv) of Regulation S-K) with Deloitte on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures, which disagreements, if not resolved to Deloitte's satisfaction,
would have caused Deloitte to make reference thereto in its reports on the
Company's consolidated financial statements for such fiscal years.
During the Period, we identified a material weakness in our internal control
over financial reporting as of December 29, 2018 and subsequent interim periods
ended March 30, 2019, June 29, 2019 and September 28, 2019, as disclosed in the
Company's amended Annual Report on Form 10-K/A for the fiscal year ended
December 29, 2018, the Company's amended Quarterly Reports on Form 10-Q/A for
the quarters ended March 30, 2019 and June 29, 2019, and the Company's Quarterly
Report on Form 10-Q for the quarter ended September 28, 2019, each as filed on
November 7, 2019. We did not design and maintain effective controls related to
management's monitoring and oversight of accounting for non-routine
transactions. Specifically, our internal controls were not designed effectively
to ensure appropriate and timely evaluation of the accounting impact for
non-routine transactions, including the accounting for non-controlling interest
and other investments. Consequently, Deloitte's audit report on the
effectiveness of the Company's internal control over financial reporting as of
December 29, 2018 expressed an adverse opinion on the Company's internal control
over financial reporting. The Audit Committee has discussed the matter described
in this paragraph with Deloitte, and the Company has authorized Deloitte to
respond fully to the inquiries of a successor accountant concerning such matter.
Other than the material weakness discussed above, there were no "reportable
events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Deloitte with a copy of this Current Report on Form 8-K
prior to its filing with the SEC and requested that Deloitte furnish the Company
with a letter addressed to the SEC stating whether or not it agrees with the
statements above. A copy of Deloitte's letter, dated November 22, 2019 is filed
as Exhibit 16.1 to this Current Report on Form 8-K.
(b) On November 22, 2019, the Audit Committee appointed RSM US LLP as the
Company's new independent registered public accounting firm commencing for its
fiscal year ending December 28, 2019 with effect immediately upon the dismissal
of Deloitte.
In connection with the Company's appointment of RSM US LLP as the Company's
independent registered accounting firm, the Company has not consulted RSM US LLP
during the Period on any matter relating to either (i) the application of
accounting principles to a specific transaction, either completed or
contemplated, or the type of audit opinion that might be rendered on the
Company's financial statements, and no written report or oral advice was
provided by RSM US LLP to the Company that RSM US LLP concluded was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing, or financial reporting issue or (ii) any matter that was the subject
of a "disagreement" (as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or a "reportable event" (as that term is
defined in Item 304(a)(i)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index below, which is incorporated by reference herein.
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