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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
Date of Report (Date of earliest event reported): March 22, 2000
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DALLAS SEMICONDUCTOR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-10464 75-1935715
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4401 South Beltwood Parkway, Dallas, Texas 75244
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 371-4000
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(Not Applicable)
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
Ernst & Young LLP audited the Registrant's consolidated financial
statements for the 1998 and 1999 fiscal years.
At a meeting held on March 22, 2000, the Audit Committee of the Board
of Directors of the Registrant determined not to renew the engagement of Ernst &
Young LLP to audit the consolidated financial statements of the Registrant for
the 2000 fiscal year and selected KPMG, LLP to audit the Registrant's
consolidated financial statements for the 2000 fiscal year. KPMG, LLP has
accepted the engagement. This change in accountants may be construed as
"dismissal" of Ernst & Young LLP within the meaning of Item 304(a)(1)(i) of
Regulation S-K of the Securities and Exchange Commission.
The reports of Ernst & Young LLP on the financial statements of the
Registrant for the past two fiscal years ended January 2, 2000, and January 3,
1999, did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Registrant's two most recent fiscal years ended January 2,
2000 and January 3, 1999, and the subsequent interim period ended March 22,
2000, there were no disagreements with Ernst & Young LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures, which disagreement(s), if not resolved to the satisfaction
of Ernst & Young LLP, would have caused Ernst & Young LLP to make reference to
the subject matter of the disagreement(s) in its reports.
None of the reportable events listed in Item 304(a)(1)(v) of Regulation
S-K occurred.
Other than the engagement of KPMG, LLP to audit the Registrant's
consolidated financial statements for the 2000 fiscal year reported in paragraph
two above, none of the reportable events listed in Item 304(a)(2) of Regulation
S-K occurred.
Pursuant to Item 4(a) of Form 8-K and Item 304(a)(3) of Regulation S-K,
the Registrant has provided Ernst & Young LLP with a copy of this Form 8-K/A and
has requested Ernst & Young LLP to furnish the Registrant a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the above
statements and, if not, to state the respects in which Ernst & Young LLP does
not agree with such statements. Ernst & Young LLP's response letter, dated April
5, 2000 is filed as Exhibit 16 to this Form 8-K/A.
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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.
DALLAS SEMICONDUCTOR CORPORATION
Date: April 4, 2000 By: /s/ Jos. R. Monroe
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Joseph R. Monroe
Controller
Exhibit 16
ERNST & YOUNG LLP
Suite 1500
2121 San Jacinto Street
Dallas, Texas 75201
Phone: 214-969-8000
Fax: 214-969-8587
Telex: 67 10375
April 5, 2000
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K/A dated April 4, 2000, of Dallas Semiconductor
Corporation and are in agreement with the statements contained in the first,
third, fourth and fifth paragraphs on page two therein, in so far, as such
statements reference responses applicable to Item 304(a)(1). We have no basis to
agree or disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP
