DALLAS SEMICONDUCTOR CORP
8-K, 2000-03-24
SEMICONDUCTORS & RELATED DEVICES
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                                  UNITED STATES
                       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): MARCH 22, 2000


                        DALLAS SEMICONDUCTOR CORPORATION
             (Exact name of registrant as specified in its charter)



         DELAWARE                   1-10464                   75-1935715
(State or other jurisdiction    (Commission File            (IRS Employer
      of incorporation)             Number)              Identification No.)

4401 SOUTH BELTWOOD PARKWAY, DALLAS, TEXAS                              75244
- --------------------------------------------------------------------------------

(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code:  (972) 371-4000


                                (NOT APPLICABLE)
(Former name or former address, if changed since last report)









<PAGE>



ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         Pursuant to Item 4(b) of Form 8-K, the registrant  hereby reports that,
on March  22,  2000,  the  Audit  Committee  of the  Board of  Directors  of the
registrant selected KPMG, LLP to audit the consolidated  financial statements of
the  registrant  for  the  2000  fiscal  year.  Ernst & Young  LLP  audited  the
registrant's  consolidated  financial  statements  for the 1998 and 1999  fiscal
years.  The  acceptance  by  KPMG,  LLP  of the  engagement  is  subject  to the
finalization of its standard prospective client evaluation procedures.

         None of the other  reportable  events listed in Item  304(a)(1) or Item
304(a)(2) of Regulation S-K has occurred.

         Pursuant to Item 304(a)(3) of Regulation  S-K, the Company has provided
Ernst & Young LLP with a copy of this Form 8-K and has  requested  Ernst & Young
LLP to furnish the Company 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 is filed as Exhibit 99.1 to this
Form 8-K.






<PAGE>



                                   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: March 22, 2000                        By:       /s/ Joseph R. Monroe
                                                      --------------------------
                                                      Joseph R. Monroe
                                                      Controller












                                  EXHIBIT 99.1

                                ERNST & YOUNG LLP

                                   Suite 1500
                             2121 San Jacinto Street
                               Dallas, Texas 75201
                               Phone: 214-969-8000
                                Fax: 214-969-8587
                                 Telex: 67 10375



March 23, 2000



Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC 20549

Gentlemen:

We have read Item 4 of Form 8-K dated March 22,  2000,  of Dallas  Semiconductor
Corporation  and are in  agreement  with the  statement  contained in the second
paragraph on page two therein, in so far, as such statement references 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









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