FLEXTRONICS INTERNATIONAL LTD
8-K/A, 1997-09-29
PRINTED CIRCUIT BOARDS
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                       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):  AUGUST 4, 1997


                         FLEXTRONICS INTERNATIONAL LTD.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                                    SINGAPORE
- --------------------------------------------------------------------------------
                         (State or other jurisdiction of
                                 incorporation)



      0-23354                                            NOT APPLICABLE
- ----------------------                                ---------------------
    (Commission                                          (IRS Employer
    File Number)                                       Identification No.)


514 CHAI CHEE LANE, #04-13, BEDOK INDUSTRIAL ESTATE, SINGAPORE       469029
- --------------------------------------------------------------------------------
         (Address of principal executive offices)                   (Zip Code)


                                  (65) 449-5255
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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





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              AMENDMENT DATED SEPTEMBER 29, 1997 TO CURRENT REPORT
                       ON FORM 8-K FILED AUGUST 11, 1997


ITEM 4:  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.

(a)      On August 1, 1997, the Audit Committee of the Board of Directors of
         Flextronics International Ltd. (the "Company") approved the engagement
         of Arthur Andersen LLP, San Jose, California as independent public
         accountants to audit and report on the financial statements of the
         Company and its subsidiaries for the year ended March 31, 1998. This
         change is related to the Company's shift of certain financial reporting
         functions and the Company's audit relationship to San Jose. On August
         4, 1997, the Company informed the firm of Ernst & Young, which had been
         serving as independent public accountants for the Company, of its
         desire to have Arthur Andersen LLP succeed Ernst & Young as the
         Company's independent accountants. On August 5, 1997, Ernst & Young
         advised the Company that it will not seek re-election at the Company's
         next Annual General Meeting, which at the time was scheduled for 
         September 26, 1997. Accordingly, the engagement of Ernst & Young will
         terminate at the time of the Annual General Meeting, now scheduled for
         October 14, 1997. The Company will nominate Arthur Andersen LLP as the
         Company's independent public accountants for approval by the 
         shareholders at the Company's Annual General Meeting.

(b)      In connection with its audits for the two most recent years, and
         through September 29, 1997, there have been no reportable events or
         disagreements with Ernst & Young on any matter of accounting 
         principles or practices, financial statement disclosure, or auditing 
         scope or procedure.

(c)      Ernst & Young's report on the financial statements for the past two
         years contained no adverse opinion or disclaimer of opinion and was not
         qualified as to uncertainty, audit scope or accounting principles.

(d)      During the two most recent fiscal years, Arthur Andersen LLP, the
         independent accountants of the Company to stand for election at the
         upcoming Annual General Meeting, has not been consulted regarding: (1)
         the application of accounting principles to a specified transaction,
         either completed or proposed; (2) the type of audit opinion that might
         be rendered on the Company's financial statements; or (3) any matter
         that was either the subject of a disagreement or a reportable event.


ITEM 7:  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

Exhibit 16.1  Letter, dated September 29, 1997 from Ernst & Young, the
              registrant's independent accountant, regarding its concurrence 
              with the statements made by the registrant in Item 4 of this 
              report.         
<PAGE>   3

                                    SIGNATURE

               Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      FLEXTRONICS INTERNATIONAL LTD.




Date: September 29, 1997              By:      /s/   ROBERT R. B. DYKES
                                            ------------------------------------
                                            Robert R. B. Dykes
                                            Senior Vice President of Finance and
                                              Administration

<PAGE>   1
                                                                 EXHIBIT 16.1

                           [ERNST & YOUNG LETTERHEAD]


29 September 1997



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




Dear Gentlemen:

                             EXHIBIT 1 TO FORM 8-K


We have read Item 4 of Form 8-K dated August 11, 1997, as amended by Form
8-K/A dated September 29, 1997, of Flextronics International Ltd. and are in
agreement with the statements contained in the third and fourth sentences of the
first paragraph and in the second and third paragraphs on page 2 therein. We
have no basis to agree or disagree with other statements of the registrant
contained therein.


Yours faithfully

/s/ Ernst & Young

Ernst & Young


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