<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
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): July 13, 2000
-------------
================================================================================
FLIR Systems, Inc.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Oregon 0-21918 93-0708501
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
16505 S.W. 72nd Avenue, Portland, Oregon 97224
(Address of principal executive offices) (Zip Code)
(503) 684-3731
(Registrant's telephone number, including area code)
__________________
================================================================================
<PAGE>
Item 4. Change in Registrant's Certifying Accountants.
On July 13, 2000, FLIR Systems, Inc. (the "Company") engaged Arthur
Andersen LLP ("Arthur Andersen") as its independent auditors for the fiscal year
ending December 31, 2000. The engagement of Arthur Andersen was approved by the
Company's Board of Directors.
As previously reported on Form 8-K dated May 2, 2000, the Company dismissed
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as its independent
auditors on May 2, 2000. In connection with the Company's dismissal of
PricewaterhouseCoopers, the Company sought to engage Arthur Andersen as its
independent auditors for the year ending December 31, 2000. Arthur Andersen
agreed to be retained by the Company to conduct the Statement of Accounting
Standards No. 71 ("SAS 71") review of the Company's interim consolidated
financial statements for the quarter ended March 31, 2000 (the "First Quarter
SAS 71 Review") and agreed that upon completion of the First Quarter SAS 71
Review, it would consider acceptance of engagement as the Company's independent
auditors for the year ending December 31, 2000. The rules of the Securities and
Exchange Commission (the "SEC") require a SAS 71 review of interim financial
information included in Quarterly Reports on Form 10-Q prior to the filing of
such information with the SEC for all quarters ending after March 15, 2000.
During the two most recent fiscal years and the interim period through May
2, 2000, the date Arthur Andersen was retained to conduct the First Quarter SAS
71 Review, neither the Company nor any person on its behalf consulted Arthur
Andersen regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed, (ii) the type of audit opinion that
might be rendered on the Company's financial statements, or (iii) any matter
than was either the subject of a disagreement (as defined in paragraph
304(a)(1)(iv) of the Regulation S-K) or a reportable event (as described in
paragraph 304(a)(1)(v) of Regulation S-K).
In the ordinary course of the First Quarter SAS 71 Review, the Company
discussed various accounting and financial reporting matters with Arthur
Andersen. The Company also provided Arthur Andersen with a copy of the
PricewaterhouseCoopers Report to the Audit Committee - Results of 1999 Audit
(the "Report") and discussed the Report with Arthur Andersen. Among other
things, the Report states that, in the course of PricewaterhouseCoopers' audit
of the Company's consolidated financial statements for the year ended December
31, 1999, PricewaterhouseCoopers noted certain matters involving the internal
control structure or its operations that it considered to be material
weaknesses. The Company authorized PricewaterhouseCoopers to respond fully to
questions from Arthur Andersen regarding the Report. Arthur Andersen discussed
the Report with PricewaterhouseCoopers and has advised the Company that it
considered the Report and these discussions in conducting the First Quarter SAS
71 Review. The Company also informed PricewaterhouseCoopers of its discussions
with Arthur Andersen of these matters.
2
<PAGE>
Item 5. Other Events
The Securities and Exchange Commission (the"SEC") is conducting an
investigation relating to the Company. The investigation is a non-public,
fact-finding inquiry to determine whether there have been
any violations of the federal securities laws. The Company intends to cooperate
fully with the SEC investigation.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on July 19, 2000.
FLIR SYSTEMS, INC.
(Registrant)
/s/ Stephen M. Bailey
----------------------
Stephen M. Bailey
Senior Vice President, Finance and
Chief Financial Officer
4
