Amended Current Report Filing (8-k/a)
12 April 2013 - 11:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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April 8, 2013
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Herbalife Ltd.
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(Exact name of registrant as specified in its charter)
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Cayman Islands
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1-32381
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98-0377871
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_____________________
(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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P.O. Box 309GT, Ugland House, South Church Street, Grand Cayman, Cayman Islands
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KY1-1106
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_________________________________
(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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c/o (213) 745-0500
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Not Applicable
______________________________________________
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 obligation of the registrant under any
of the following provisions:
[ ] 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))
EXPLANATORY NOTE
Herbalife Ltd. (the Company) is filing this Current Report on Form 8-K/A (this Amendment) to
amend and restate its Current Report on Form 8-K filed with the Securities and Exchange Commission
(the SEC) on April 9, 2013 (the Original Report) to update the Item 4.01 and 4.02 disclosure
contained in the Original Report to reflect that the Company has provided a copy of the Original
Report to KPMG and to file KPMGs letter to the SEC furnished to the Company in response the
Original Report. Except as specifically described above, (i) this Amendment does not reflect
events occurring subsequent to the filing of the Original Report and (ii) no other substantive
changes have been made to the disclosure set forth in the Original Report.
Item 4.01 Changes in Registrants Certifying Accountant.
On April 8, 2013, KPMG notified the Company that KPMG was resigning, effective immediately, as the
Companys independent accountant. KPMG stated it had concluded it was not independent because of
alleged insider trading in the Companys securities by one of KPMGs former partners who, until
April 5, 2013, was the KPMG engagement partner on the Companys audit. KPMG advised the Company it
resigned as the Companys independent accountant solely due to the impairment of KPMGs
independence resulting from its now former partners alleged unlawful activities and not for any
reason related to the Companys financial statements, its accounting practices, the integrity of
the Companys management or for any other reason.
None of KPMGs audit reports on the Companys financial statements for the fiscal years ended
December 31, 2010, 2011 and 2012 or KPMGs audit reports on the effectiveness of internal control
over financial reporting as of December 31, 2010, 2011 and 2012 contained an adverse opinion or a
disclaimer of opinion, nor was any such report qualified or modified as to uncertainty, audit scope
or accounting principles. In addition, at no point during the three fiscal years ended December
31, 2012 and the subsequent interim period through April 8, 2013 were there any (1) disagreements
with KPMG on any matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedures, which disagreement(s), if not resolved to the satisfaction of KPMG,
would have caused it to make reference to the subject matter of the disagreement(s) in connection
with its reports, or (2) reportable events as such term is defined in Item 304(a)(1)(v) of
Regulation S-K.
The Company provided KPMG with a copy of the disclosure set forth in Item 4.01 of the Original
Report and requested that KPMG furnish the Company with a letter addressed to the SEC stating
whether or not it agreed with the statements made therein, each as required by applicable SEC
rules. A copy of the letter is filed herewith as Exhibit 16.1.
While the Company has not engaged a new independent accounting firm, it has begun a search process
to identify KPMGs successor. The Company will disclose its engagement of a new independent
accounting firm once the process has been completed as required by SEC rules.
Item 4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
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(b) As a result of the alleged insider trading activity by its now former partner and KPMGs
resulting resignation on April 8, 2013, KPMG notified the Company its independence has been
impaired and had no option but to withdraw its audit reports on the Companys financial statements
for the fiscal years ended December 31, 2010, 2011 and 2012 and the effectiveness of internal
control over financial reporting as of December 31, 2010, 2011 and 2012 and that such reports
should no longer be relied upon as a result of KPMGs lack of independence created by the
circumstances described above. The Companys Audit Committee and management continue to believe
that the Companys financial statements covering the referenced periods fairly present, in all
material respects, the financial condition and results of operations of the Company as of the end
of and for the referenced periods and may continue to be relied upon and that the Companys
internal control over financial reporting was effective during these periods. The Chair of the
Companys Audit Committee as well as senior management discussed the matters described in this Item
4.02 with representatives of KPMG.
The Company provided KPMG with a copy of the disclosure set forth in Item 4.02 of the Original
Report and requested that KPMG furnish the Company with a letter addressed to the SEC stating
whether or not it agreed with the statements made therein, each as required by applicable SEC
rules. A copy of the letter is filed herewith as Exhibit 16.1.
Item 8.01 Other Events.
As a result of the matters described above, the Company will be withdrawing the proposal to ratify
the appointment of KPMG as the Companys independent registered public accountants for fiscal 2013
originally planned to be submitted to the Companys shareholders at the Companys Annual General
Meeting of Shareholders to be held on April 25, 2013.
On April 9, 2013, the Company issued a press release discussing KPMGs resignation, which was filed
as Exhibit 99.1 to the Original Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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16.1
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Letter of KPMG, dated April 11, 2013
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99.1
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Press Release issued by Herbalife Ltd. on April 9, 2013, filed as
Exhibit 99.1 to the Original Report and incorporated herein by
reference.
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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.
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Herbalife Ltd.
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April 12, 2013
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By:
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Jim Berklas
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Name: Jim Berklas
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Title: Assistant Corporate Secretary
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Exhibit Index
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Exhibit No.
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Description
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16.1
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Letter of KPMG, dated April 11, 2013
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