UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
___________________________________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 8, 2004
WILLAMETTE VALLEY VINEYARDS, INC.
(Exact name of registrant as specified in charter)
Oregon 0-21522 93-0981021
(State or other juris- (Commission (IRS Employer
diction of incorporation) Number) Identification Number)
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8800 Enchanted Way, S.E.,
Turner, Oregon 97392
(503)-588-9463
(Address, including Zip code, and telephone number,
including area code, of registrant's principal executive offices)
___________________________________________________________
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 (see General Instruction A.2. below):
[ ] 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))
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WILLAMETTE VALLEY VINEYARDS, INC.
INDEX TO FORM 8-K
Section 3 - Securities and trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard: Transfer of Listing.
On December 10, 2004, The Nasdaq Stock Market notified Willamette Valley
Vineyards, Inc. (the "Company") that, as a result of the Company's filing of
Form 10-QSB for the three and nine months ended September 30, 2004 on
December 7, 2004, the Company was in compliance with the Nasdaq filing
requirement and all other requirements for continued listing on the Nasdaq
SmallCap Market. Accordingly, the Nasdaq Stock Market indicated that it
considered all listing issues to be resolved and the Company's trading symbol
was changed back to WVVI effective with the open of business today,
December 14, 2004.
Section 4 - Matters related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant
On December 8, 2004, Willamette Valley Vineyards, Inc. (the "Company") dismissed
PricewaterhouseCoopers LLP as the Company's independent registered public
accounting firm. On that date, the Company's Audit Committee met to consider
management's recommendation to dismiss PricewaterhouseCoopers LLP as the
Company's Independent Registered Public Accounting Firm for the year ending
December 31, 2004. At that meeting, the Audit Committee unanimously agreed to
dismiss PricewaterhouseCoopers LLP as the Company's Independent Registered
Public Accounting Firm. During the Audit Committee meeting, a representative
of PricewaterhouseCoopers LLP left a telephone message with the Company's chief
financial officer and Audit Committee chair, in which PricewaterhouseCoopers
LLP resigned as the Company's Independent Registered Public Accounting Firm
effective immediately. PricewaterhouseCoopers LLP later delivered, via
facsimile, a letter confirming the cessation of the client-auditor relationship
between the Company and PricewaterhouseCoopers LLP effective immediately.
Except as noted in the next sentence, the reports of PricewaterhouseCoopers LLP
on the Company's financial statements for the years ended December 31, 2003 and
2002 contained neither an adverse opinion nor a disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principle. PricewaterhouseCoopers LLP's report on the Company's restated
financial statements for the year ended December 31, 2003 included an
explanatory paragraph with respect to substantial doubt about the Company's
ability to continue as a going concern as a result of the Company's line of
credit expiring on January 3, 2005.
During the Company's years ended December 31, 2003 and 2002 and through
December 8, 2004, there were no disagreements with PricewaterhouseCoopers LLP,
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to
PricewaterhouseCoopers LLP's satisfaction, would have caused it to make
reference thereto in their reports on the Company's financial statements for
such years.
The Company has identified that a) it had incorrectly applied the federal small
winery tax credit during 2001, 2002 and 2003, b) it had capitalized and
subsequently amortized certain label and package design costs that should have
been expensed in the period incurred, c) it had improperly classified the
amortization of deferred gain from a sales-leaseback in other income in 2001,
2002 and the first three quarters of 2003 rather than as an offset to lease
expense included in selling, general and administrative expenses, and d) it had
improperly classified an expense in other expense in the second quarter of 2003
rather than in cost of goods sold. The accounting errors arose because a)
deficiencies in the design of the internal control structure and competencies
within the accounting and financial reporting function and b) supervisory
review procedures related to the preparation of the financial statements,
including the process used to initially classify transactions, to ensure that
amounts are appropriately classified in accordance with generally accepted
accounting principles and classified consistently between reporting periods.
PricewaterhouseCoopers LLP has informed the Company that they believe the
deficiency in the design of controls and oversight to ensure operating
effectiveness of the controls in place to ensure consistent application of
accounting principles generally accepted in the United States of America
constitutes a material weakness, as defined by the Public Company Accounting
Oversight Board ("PCAOB") in PCAOB Auditing Standard No. 2, An Audit of
Internal Control over Financial Reporting Performed in Conjunction with an
Audit of Financial Statements.
Except as noted in the immediately preceding paragraph, during the years ended
December 31, 2003 and 2002 and through December 8, 2004 there have been no
reportable events (as defined in Item 304(a)(1)(iv)(B)(1) of Regulation S-B).
The Company has requested that PricewaterhouseCoopers LLP furnish the Company
with a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the above statements. The letter, dated
December 14, 2004, is attached as an exhibit to this Form 8-K.
(c) EXHIBITS
Exhibit 99 Press Release
Exhibit 99.77B
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WILLAMETTE VALLEY VINEYARDS, INC.
Date: December 14, 2004 By /s/ James W. Bernau
James W. Bernau
President
Date: December 14, 2004 By /s/ Sean M. Cary
Sean M. Cary
Controller