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 28, 1997
MICRO LINEAR CORPORATION
(Exact name of Registrant as specified in its charter)
Commission File Number 0-24758
Delaware 94-2910085
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2092 Concourse Drive 95131
San Jose, California (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 433-5200
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Item 4... Changes in Registrant's Certifying Accountant
Ernst & Young LLP has served as the independent auditors of Micro
Linear Corporation (the "Company") since 1984 and has advised the
Company on federal, state, and local tax matters. After an evaluation
of services provided by a number of independent accounting firms as
well as their knowledge of the Company's industry, the Company's
Board of Directors has decided to engage Price Waterhouse LLP as the
Company's independent accountants.
(a) Previous independent accountants
(i) On March 28, 1997 the Company dismissed Ernst & Young
LLP as its independent accountants.
(ii) The reports or Ernst & Young LLP on the financial
statements of the Company for each of the past two fiscal
years contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
(iii)The decision to change independent accountants was
approved by the Company's Audit Committee and by the Board
of Directors.
(iv) During the Company's two most recent fiscal years and
through the date of this Report, the Company has had no
disagreements with Ernst & Young LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Ernst
& Young LLP would have caused it to make reference thereto
in its report on the financial statements, of the Company
for such years.
(v) During the Company's two most recent fiscal years and
through the date of this Report, the Company has had no
reportable events (as defined in Item 304 (a) (1) (v) of
Regulation S-K).
(vi) The Company has requested that Ernst & Young LLP furnish
it with a letter addressed to the Commission stating
whether or not it agrees with the above statements. A copy
of such letter, dated April 3, 1997, is filed as Exhibit
16 to this Form 8-K.
(b) New independent accountants
(i)The Company engaged Price Waterhouse LLP as its new
independent accountants as of March 28, 1997. During the two
most recent fiscal years and through the date of this
Report, the Company has not consulted with Price Waterhouse
LLP regarding (1) either the application of accounting
principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be
rendered on the Company's financial statements, and either a
written report was provided to the Company or oral advice
was provided that Price Waterhouse LLP concluded was an
important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial
reporting issue; or (2) any matter that was either the
subject of a disagreement, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K and the related instruction
to Item 304 of Regulation S-K, or a reportable event, as
that term is defined in Item 304(a)(1)(v) of Regulation S-K.
<PAGE>
Item 7. Financial Statements and Exhibits
Exhibits;
16 Letter from Ernst & Young LLP to the Securities and Exchange
Commission.
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.
MICRO LINEAR CORPORATION
/s/ J. PHILIP RUSSELL
Dated: April 3, 1997 --------------------------
J. Philip Russell
Chief Financial Officer
(Principal Financial and Accounting Officer)
Exhibit 16.0
Letter from Ernst & Young LLP to the Securities and Exchange Commission
April 3, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of From 8-K dated April 3, 1997 of Micro Linear Corporation
and are in agreement with the statements contained in paragraphs (a)(i),
(a)(ii), (a)(iv), (a)(v) and (a)(vi) on page two therein. We have no basis to
agree or disagree with other statements of the registrant contained therein.
ERNST & YOUNG LLP
