(a) On September 17, 2015, the Audit Committee (Audit Committee) of the Board of Directors of Paperweight Development Corp. (the Company) approved (i) the appointment of McGladrey LLP (McGladrey) as the new independent registered public accounting firm of the Company and its subsidiaries, including Appvion, Inc., and (ii) the dismissal of PricewaterhouseCoopers LLP (PwC) as the Companys independent registered public accounting firm, each effective September 18, 2015. The appointment and dismissal was a result of a competitive bidding process involving several accounting firms, including PwC.
The audit reports of PwC on the consolidated financial statements of the Company as of and for the fiscal years ended January3, 2015 and December 28, 2013, did not contain any adverse opi nion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Companys two most recent fiscal years ended January 3, 2015 and December 28, 2013, and the subsequent interim periods through September 17, 2015, there were no disagreements between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure (within the meaning of Item 304(a)(1)(iv) of Regulation S-K), which, if not resolved to the satisfaction of PwC would have caused PwC to make reference to the subject matter of the disagreement in connection with its report.
During the Companys fiscal years ended January 3, 2015 and December 28, 2013 and the subsequent interim periods through September 17, 2015, there was one reportable event (as that term is defined by Item 304(a)(1)(v) of Regulation S-K). As disclosed in the Companys Annual Report on Form 10-K/A for the year ended December 28, 2013 (the 2013 10-K/A) and the Companys Annual Report on Form 10-K for the year ended January 3, 2015 (the 2014 10-K), management concluded that the Company did not maintain effective internal control over financial reporting as of December 28, 2013 or January 3, 2015, as a result of a material weakness described in Item 9A of the 2013 10-K/A and 2014 10-K, respectively, which disclosure is incorporated herein by reference. As of April 5, 2015, management concluded that the material weakness had been remediated and that the Companys disclosure controls and procedures were effective as of such date, as more fully disclosed in the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended April 5, 2015, which disclosure is incorporated herein by reference. Pursuant to Section 404(c) of the Sarbanes-Oxley Act of 2002, PwC was not required to attest to the Companys internal control over financial reporting. However, the Audit Committee has discussed the material weakness in the Companys internal control over financial reporting with PwC and has authorized PwC to respond fully to any inquiries from McGladrey concerning such material weakness.
The Company has provided PwC with a copy of this Form 8-K and requested that PwC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not PwC agrees with the above statements. A copy of PwCs letter, dated September 22, 2015, is attached as Exhibit 16.1 to this Form 8-K.
(b) During the Companys fiscal years ended January 3, 2015 and December 28, 2013 and through the subsequent interim period through September 17, 2015, neither the Company, nor anyone on its behalf, consulted McGladrey 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 with respect to the Companys consolidated financial statements, and neither a written report nor oral advice was provided to the Company that McGladrey concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as that term is interpreted in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Letter from PwC addressed to the Securities and Exchange Commission, dated as of September 22, 2015
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.
Date: September 22, 2015
/s/ Thomas J. Ferree
Chief Financial Officer
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