SOLA INTERNATIONAL INC
8-K, 1999-11-12
OPHTHALMIC GOODS
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                       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

       Date of Report (Date of earliest event reported) November 10, 1999

                             SOLA INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            94-3189941
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                         2420 SAND HILL ROAD, SUITE 200
                              MENLO PARK, CA 94025

    ------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (650) 324-6868


<PAGE>


ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

    (a) (i)       Effective  November  10,  1999,  the Company has chosen not to
                  extend the  engagement  of Ernst & Young LLP as the  Company's
                  independent accountants.

        (ii)      The reports of Ernst & Young LLP on the Company's consolidated
                  financial statements for the fiscal years ended March 31, 1999
                  and 1998 did not contain an adverse  opinion or  disclaimer of
                  opinion and were not qualified or modified as to  uncertainty,
                  audit scope or accounting principles.

        (iii)     The decision to change independent accountants was approved by
                  the Board of Directors.

        (iv)      During the  Company's two most recent fiscal years and through
                  the date of this  report,  there  were no  disagreements  with
                  Ernst & Young LLP 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 Ernst & Young LLP would have  caused  Ernst &
                  Young LLP to make reference to the matter in their report

        (v)       The  Company has  requested  that Ernst & Young LLP furnish it
                  with  a  letter  addressed  to  the  Securities  and  Exchange
                  Commission   stating   whether   it  agrees   with  the  above
                  statements.  A copy of that letter dated  November 10, 1999 is
                  filed as Exhibit 16 to this Form 8-K.

    (b) (i)       The  Company  engaged  PricewaterhouseCoopers  LLP as its  new
                  independent accountant effective November 10, 1999.

                  During the  Company's  fiscal  years  ended March 31, 1999 and
                  1998    and    through    the    date   of    engagement    of
                  PricewaterhouseCoopers LLP, the Company has not consulted with
                  PricewaterhouseCoopers  LLP on items  which (1) were or should
                  have  been  subject  to SAS 50 or (2)  concerned  the  subject
                  matter of a disagreement  or reportable  event with the former
                  auditor (as described in Item 304 (a) (2) of Regulation S-K).

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

    Exhibit 16    Letter from Ernst & Young LLP to the  Securities  and Exchange
                  Commission  included  herein  pursuant to the  requirements of
                  Item 304 (a) (3) of Regulation S-K.


<PAGE>


                                   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.

                             SOLA INTERNATIONAL INC.

                             BY:        /s/ Steven M. Neil
                                      -----------------------
                                      Name:     Steven M. Neil.

                                      Title:    Executive Vice President and
                                                Chief Financial Officer

                                      November 10, 1999




                                                                      EXHIBIT 16

(ERNST & YOUNG LETTERHEAD)

November 10, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Gentlemen:

We have read Item 4 of Form 8-K dated  November 10, 1999, of Sola  International
Inc. and are in agreement with the statements  contained in paragraphs (a) (ii),
(a) (iv),  and (a) (v) on page 2 therein.  We have no basis to agree or disagree
with the other statements of the registrant contained therein.

                                                       /s/ Ernst & Young LLP


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