SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1 to Current Report
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): August 25, 2010
DAVE
& BUSTER’S, INC.
(Exact
name of registrant as specified in its charter)
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Missouri
(State
of
incorporation)
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001-15007
(Commission
File
Number)
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43-1532756
(IRS
Employer
Identification
Number)
|
2481
Manana Drive
Dallas
TX 75220
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (214) 357-9588
Check the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
reporting obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities
Act
|
|
o
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Soliciting
material pursuant to Rule 14a-12 of the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) Exchange
Act
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Explanatory
Note
This
Amendment No. 1 (“Amendment No. 1”) to Current Report on Form 8-K amends and
restates in its entirety the Current Report on Form 8-K we filed on September 8,
2010.
Item 4.01
Changes in Registrant’s Certified Accountant.
On August 25, 2010, Ernst & Young,
LLP (the “Former Auditors”) was dismissed as our independent
auditors. The Audit Committee of our Board of Directors approved
their dismissal on August 24, 2010.
The Former Auditors’ audit report on
our consolidated financial statements for each of the past two fiscal years did
not contain an adverse opinion or disclaimer of opinion, and was not qualified
or modified as to uncertainty, audit scope or accounting
principles.
During our most recent two fiscal years
and through the subsequent interim period on or prior to August 25, 2010, (a)
there were no disagreements between us and the Former Auditors 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
the Former Auditors, would have caused the Former Auditors to make reference to
the subject matter of the disagreement in connection with its report; and (b) no
reportable events as set forth in Item 304(a)(1)(v)(A) through (D) of Regulation
S-K have occurred.
As required by Item 304(a)(3) of
Regulation S-K, we have provided the Former Auditors with a copy of this
Amendment No. 1 and have requested the Former Auditors to furnish us with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made by us and, if not, stating the respects in which
it does not agree. A copy of such letter, dated August 31, 2010, is
attached as Exhibit 16.1 hereto.
On September 3, 2010, we issued a press
release announcing that effective September 2, 2010, the Audit Committee of our
Board of Directors appointed KPMG LLP as our new independent registered public
accounting firm for the fiscal year ending January 30, 2011. During
our two most recent fiscal years and subsequent interim period on or prior to
September 2, 2010, we have not consulted with KPMG LLP regarding the application
of accounting principles to a specified transaction, either completed or
proposed, or any of the matters or events set forth in Item 304(a)(2) of
Regulation S-K.
Item 9.01. Financial
Statements and Exhibits
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(d)
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Exhibits
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16.1
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Letter,
dated August 31, 2010, from Ernst & Young, LLP to the Securities and
Exchange Commission.
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99.1
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Press
Release dated September 3, 2010.
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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.
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DAVE
& BUSTER’S, INC.
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Date:
September 21, 2010
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By:
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/s/ Jay L. Tobin | |
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Senior
Vice President, General Counsel
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and
Secretary
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Exhibit
16.1
August
31, 2010
Securities
and Exchange Commission
100 F
Street, N. E.
Washington,
DC 20549
Ladies
and Gentlemen:
We have
read Item 4.01 of Form 8-K/A dated September 21, 2010, of Dave & Buster’s,
Inc. and are in agreement with the statements contained in the first sentence of
the first paragraph and the statements contained in the second and third
paragraphs therein. We have no basis to agree or disagree with other statements
of the registrant contained therein.
/s/ Ernst
& Young LLP
Exhibit
99.1
DAVE
& BUSTER’S, INC. APPOINTS
KPMG
LLP AS INDEPENDENT AUDITOR
DALLAS
(September 3, 2010) Dave & Buster's, Inc., a leading operator of high volume
entertainment/dining complexes (the “Company”), today announced that effective
September 2, 2010, the Audit Committee of the Board of Directors of the Company
appointed KPMG LLP (“KPMG”) as the Company’s new independent registered public
accounting firm for the fiscal year ending January 30, 2011. During
the Company’s two most recent fiscal years and subsequent interim period on or
prior to September 2, 2010, the Company has not consulted with KPMG regarding
the application of accounting principles to a specified transaction, either
completed or proposed, or any of the matters or events set forth in Item
304(a)(2) of Regulation S-K.
Founded in 1982 and headquartered in
Dallas, Texas, Dave & Buster’s is the premier national owner and operator of
57 high-volume venues that offer interactive entertainment options for adults
and families, such as skill/sports-oriented redemption games and technologically
advanced video and simulation games, combined with a full menu of high quality
food and beverages. Dave & Buster’s currently has stores in 24
states and Canada. For additional information on Dave & Buster’s,
please visit www.daveandbusters.com.
The statements contained in this
release that are not historical facts are forward-looking
statements. These forward-looking statements involve risks and
uncertainties and, consequently, could be affected by our level of indebtedness,
general business and economic conditions, the impact of competition, the
seasonality of the company’s business, adverse weather conditions, future
commodity prices, guest and employee complaints and litigation, fuel and utility
costs, labor costs and availability, changes in consumer and corporate spending,
changes in demographic trends, changes in governmental regulations, unfavorable
publicity, our ability to open new stores, and acts of God.