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: February 7, 1997
Commission File No. 0-14225
EXAR CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 94-1741481
(State or other jurisdiction of ( I.R.S. Employer
incorporation or organization) Identification No.)
48720 Kato Road, Fremont, California 94538
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 668-7000
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Effective January 31, 1997, the Board of Directors of Exar
Corporation approved the dismissal of KPMG Peat Marwick LLP as the
Registrant's independent accountants effective February 3, 1997 and
the engagement of Deloitte and Touche LLP as independent accountants
for the Registrant for the fiscal year ending March 31, 1997.
(b) During the two most recent fiscal years and through the date
of this report, there have been no disagreements with KPMG Peat
Marwick LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement if not resolved to the satisfaction of KPMG Peat Marwick
LLP would have caused them to make reference thereto in their report
on the financial statements for such years.
(c) KPMG Peat Marwick's report on the financial statements for
the past two years contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.
(d) The Registrant has requested that KPMG Peat Marwick LLP
furnish it with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements. A
copy of KPMG Peat Marwick's letter to the Securities and Exchange
Commission dated February 5, 1997 is filed as Exhibit 16 to this Form
8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
Letter of KPMG Peat Marwick, addressed to the Securities and
Exchange Commission, dated February 5, 1997.
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 thereunto duly authorized.
EXAR CORPORATION
By /s/ Date: February 7, 1997
Ronald W. Guire
Executive Vice President,
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description Page
16 Letter of KPMG Peat Marwick LLP, 5
addressed to the Securities and Exchange
Commission, dated February 5, 1997
February 5, 1997
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentleman:
We were previously principal accountants for Exar Corporation and, under the
date of May 2, 1996, we reported on the consolidated financial statements of
Exar Corporation and subsidiaries as of March 31, 1996 and 1995, and the results
of their operations and their cash flows for each of the years in the three-year
period ended March 31, 1996. On February 3, 1997 our appointment as principal
accountants was terminated. We have read Exar Corporation's statements included
under Item 4 of its Form 8-K, dated February 4, 1997, and we agree with such
statements, except that we are not in a position to agree or disagree with Exar
Corporation's statement that the Company's Board of Directors "approved the
dismissal of KPMG Peat Marwick LLP as the registrant's independent accountants."
Very truly yours,
