Item 4.01. Changes in Registrant's Certifying Accountant.
On March 30, 2009, the Audit Committee of the Board of Directors of Newport
Corporation (the "Company") approved the dismissal of Ernst & Young LLP ("E&Y")
as the Company's independent registered public accounting firm. Also on that
date, the Audit Committee approved the engagement of Deloitte & Touche LLP
("Deloitte") as the Company's independent registered public accounting firm.
E&Y's audit report on the financial statements of the Company as of and for
each of the two fiscal years ended January 3, 2009 and December 29, 2007 did not
contain any adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope, or accounting principles.
In connection with the audit of the Company's financial statements for each
of the two fiscal years ended January 3, 2009 and December 29, 2007, and in the
subsequent interim period through March 30, 2009, the date of the dismissal of
E&Y, (i) there were no disagreements with E&Y on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to E&Y's satisfaction, would
have caused E&Y to make reference to the subject matter of the disagreement in
connection with its report, and (ii) there were no "reportable events," as that
term is described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided E&Y with a copy of this report and requested that E&Y
provide a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the foregoing statements. A copy of this letter from E&Y,
dated March 31, 2009, is attached hereto as Exhibit 16.1.
During the Company's two most recent fiscal years and during the interim
period through March 30, 2009, neither the Company nor anyone on its behalf has
consulted with Deloitte regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial statements,
and no written report nor oral advice was provided by Deloitte that 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
either the subject of a disagreement, as that term is defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
16.1 Letter from Ernst & Young LLP to the Securities and Exchange Commission,
dated March 31, 2009.
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