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Delaware
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13-4085264
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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Information to be included in the report
On November 28, 2005, the audit committee of the Company's board of directors accepted and approved the change of office, commencing immediately and on November 29, 2005 this decision was ratified by the Company's full board of directors.
The report of E&Y on the Company's financial statements for each of the fiscal years ended December 31, 2003 and 2004 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 the two fiscal years ended December 31, 2004 and the subsequent interim period ended September 30, 2005, there have been no disagreements (as described under Item 304(a)(1)(iv) of Regulation S-K) between the Company and E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to E&Y's satisfaction, would have caused E&Y to make reference to the subject matter thereof in their reports on the financial statements of the Company for such periods.
The Company has provided E&Y with a copy of the foregoing disclosures and requested that E&Y furnish a letter to the SEC stating whether or not E&Y agrees with the above statements. A copy of E&Y's letter, dated November 29, 2005, addressed to the SEC is referred to in Item 9.01 of and filed as Exhibit 16.01 to this Form 8-K.
Dr Thompson will also serve on the Audit and Compensation Committees of the Board.
Dr Thompson is currently serving as President of M.J.T. Associates (since January 2002) and as CEO of Vitex Systems, Inc. (since April 2003), a company developing transparent barrier films for use in flat panel displays. He is also Chairman and director of Photon Dynamics, Inc. Previously Dr Thompson was the CEO and President of Novalux, Inc. from 1999 to 2002.
There are no arrangements or understandings between Dr Thompson and any other persons pursuant to which Dr. Thompson was elected as a director. There are no transactions under item 404(a) of Regulation S-K under which Dr. Thompson had or will have a material interest.
Mr Philip E. Berney resigned from the Board with immediate effect. As disclosed in the Company's proxy statement which was filed on June 2, 2005, The rules and regulations of the National Association of Securities Dealers, the Nasdaq Stock Market and the Securities and Exchange Commission, or the SEC, require that, within one year from the date of our initial public offering on December 15, 2004, a majority of our board must be composed of members who meet the independence standards specified in these rules and regulations. Philip E. Berney and Frank K. Bynum, Jr., the two directors affiliated with our largest stockholder, Kelso and Company, and who do not meet these independence standards, have agreed that one of them will resign from our Board prior to December 15, 2005 if necessary in order for us to comply with these requirements.' The Company is now compliant with the rules and regulations following the appointment of Dr Thompson and resignation of Mr Berney.
Mr Frank Bynum resigned from serving on the Audit Committee with immediate effect.
(b) Pro Forma Financial Information - None
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Cambridge Display Technology, Inc.
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Date: November 30, 2005
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By:
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/s/ Daniel Abrams
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Daniel Abrams
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Chief Financial Officer
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Exhibit No.
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Description
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EX-16.01
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EY Letter to SEC
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