Item 4.01 |
Changes in Registrant’s Certifying
Accountant
|
(a)
On September 9, 2019, Grant Thornton LLP (“Grant Thornton”)
was dismissed, effective immediately, as the independent registered
public accounting firm of SeaChange International, Inc. (the
“Company”). The dismissal of Grant Thornton was approved by the
Company’s Audit Committee.
The audit reports of Grant Thornton on the consolidated financial
statements of the Company for the fiscal years ended
January 31, 2018 and 2019 and the audit report of Grant
Thornton on the effectiveness of internal control over financial
reporting for the Company as of January 31, 2019 did not
contain any adverse opinion or a disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the Company’s two fiscal years ended January 31, 2018
and 2019 and through September 9, 2019, (i) there were no
disagreements (as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the
related instructions) between the Company and Grant Thornton on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved
to the satisfaction of Grant Thornton would have caused Grant
Thornton to make reference to the subject matter of the
disagreement in connection with its reports on the Company’s
consolidated financial statements, and (ii) there were no
“reportable events” (as that term is defined in Item 304(a)(1)(v)
of Regulation S-K).
The Company has provided Grant Thornton with a copy of this Form
8-K and requested that
Grant Thornton provide the Company with a letter addressed to the
Securities and Exchange Commission stating whether or not Grant
Thornton agrees with the above disclosures. A copy of such letter,
dated September 9, 2019, is filed as Exhibit 16.1 to this Form
8-K.
(b) Engagement of New Independent Registered Public
Accounting Firm
Effective September 9, 2019, the Audit Committee engaged
Marcum LLP as the Company’s new independent registered public
accounting firm. During the fiscal years ended January 31,
2018 and 2019 and through the date hereof, neither the Company nor
anyone acting on its behalf consulted Marcum LLP with respect to
any matter whatsoever, including without limitation with respect
to: (i) the application of accounting principles to a
specified transaction, either completed or proposed; (ii) the
type of audit opinion that might be rendered on the Company’s
financial statements; or (iii) 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) or an event of the type described in Item
304(a)(1)(v) of Regulation S-K.