Item 4.01 Changes in Registrant’s Certifying Accountant.
As described below, Vringo, Inc. (the “Company”) has replaced Somekh Chaikin, a member firm of KPMG International (“Somekh Chaikin”), as the Company’s independent registered public accounting firm with KPMG LLP (“KPMG”).
The Audit Committee (the “Committee”) of the Board of Directors of the Company recently conducted a selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. As a result of this process, the Committee approved the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. This action effectively dismissed Somekh Chaikin as the Company’s independent registered public accounting firm as of April 2, 2014.
The reports of Somekh Chaikin on the Company’s consolidated financial statements for the fiscal years ended December 31, 2013 and 2012 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company's consolidated financial statements for the fiscal years ended December 31, 2013 and 2012, and in the subsequent interim period through April 2, 2014, there were no disagreements with Somekh Chaikin on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Somekh Chaikin, would have caused Somekh Chaikin to make reference to the matter in their report. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the two fiscal years ended December 31, 2013 and 2012, or in the subsequent period through April 2, 2014.
The Company has provided a copy of the foregoing disclosures to Somekh Chaikin and requested that Somekh Chaikin furnish it with a letter addressed to the Securities and Exchange Commission stating whether KPMG Somekh Chaikin agrees with the above statements. A copy of Somekh Chaikin’s letter, dated April 4, 2014, is filed as Exhibit 16.1 to this Form 8-K.
During the two most recent fiscal years and in the subsequent interim period through April 2, 2014, the Company has not consulted with KPMG with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
