FLEXTRONICS INTERNATIONAL LTD
8-K/A, 1997-10-20
PRINTED CIRCUIT BOARDS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                Amendment No. 2
                                       to
                                    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):  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)





<PAGE>   2
        AMENDMENT DATED OCTOBER 20, 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. On
         October 14, 1997, the shareholders of the Company approved the
         Company's nomination of Arthur Andersen LLP as the Company's
         independent public accountants at the Company's Annual General
         Meeting.

(b)      In connection with its audits for the two most recent years, and
         through October 14, 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 new
         independent accountants of the Company 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 October 20, 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: October 20, 1997               By:      /s/   ROBERT R. B. DYKES
                                            ------------------------------------
                                            Robert R. B. Dykes
                                            Senior Vice President of Finance and
                                              Administration
<PAGE>   4
                                EXHIBIT INDEX





Exhibit                 Description
- -------                 -----------

16.1                    Letter, dated October 20, 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.



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                                                                 EXHIBIT 16.1

                           [ERNST & YOUNG LETTERHEAD]


October 20, 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 October 20, 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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