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): October 18, 2004
GRILL CONCEPTS, INC.
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(Exact name of registrant as specified in Charter)
Delaware 0-23226 13-3319172
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
11661 San Vicente Blvd., Suite 404
Los Angeles, California 90049
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(Address of Principal Executive Offices)(Zip Code)
310-820-5559
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(Issuer Telephone number)
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(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 obligations of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] 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))
Item 4.01. Changes in Registrant's Certifying Accountants.
On October 18, 2004, Grill Concepts, Inc. (the "Company") dismissed
PricewaterhouseCoopers LLP ("PWC") as the Company's independent registered
public accounting firm. On the same date, the Company appointed Moss Adams LLP
("Moss Adams") as the Company's new independent registered public accounting
firm.
The decision to dismiss PWC and appoint Moss Adams was recommended and approved
by the Company's audit committee and board of directors.
PWC's reports on the financial statements for the years ended December 28, 2003
and December 29, 2002 did not contain an adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope, or
accounting principle.
During the Company's two most recent fiscal years and through October 18, 2004,
there were no disagreements with PWC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s) if not resolved to the satisfaction of PWC, would have caused
PWC to make reference to the subject matter of the disagreement(s) in connection
with its reports or the financial statements for such years.
During the Company's two most recent fiscal years and through October 18,2004
there have been no reportable events of the type required to be disclosed by
Item 304(a)(1)(v) of Regulation S-K, with the exception of the following:
PwC advised the Company that there were material weaknesses in the selection and
application of accounting principles and policies that led to the restatements
of the Company's financial statements in May and October of 2004. These included
the accounting for the Company's stock option plan, the accounting for the
Company's joint ventures including loss allocations, guarantees of returns and
consolidation decisions, accounting for the reimbursement of certain costs under
management agreements and the accounting for certain equity awards. The material
weaknesses are described in further detail in Item 9A of the Company's Form
10-K/A filed on October 15,2004
Prior to the engagement of Moss Adams, the Company did not consult with such
firm regarding the application of accounting principles to a specific completed
or contemplated transaction, or any matter that was either the subject of a
disagreement or a reportable event. The Company also did not consult with Moss
Adams regarding the type of audit opinion which might be rendered on the
Company's financial statements and no oral or written report was provided by
Moss Adams.
The Company has provided PWC with a copy of the disclosures above and has
requested that PWC review the disclosure and furnish the Company with a letter
addressed to the Commission stating whether it agrees with the statements above
and , if not, stating the respects in which it does not agree. Such letter is
filed as an exhibit to this Report.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter from PricewaterhouseCoopers, LLP regarding change of
certifying independent accountant.
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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.
GRILL CONCEPTS, INC.
Dated: October 18, 2004
By: /s/ Philip Gay
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Philip Gay
Executive Vice President and
Chief Financial Officer
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