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
September 4, 1997
(Date of earliest event reported)
The DII Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-21374 84-1224426
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6273 Monarch Park Place
Suite 200
Niwot, Colorado 80503
(Address and zip code of principal executive offices)
(303) 652-2221
(Registrant's telephone number, including area code)
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Item 4. Changes In Registrant's Certifying Accountant.
KPMG Peat Marwick LLP was previously the principal accountants for The
DII Group, Inc. On September 4, 1997, that firm's appointment as principal
accountants was terminated and Deloitte & Touche LLP was engaged as principal
accountants. The decision to change accountants was approved by the Audit
Committee of the Board of Directors.
During the registrant's two most recent fiscal years and the subsequent
interim periods preceding such dismissal, there were no disagreements with KPMG
Peat Marwick LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures which disagreements if not
resolved to their satisfaction would have caused them to make reference thereof
in connection with their reports.
None of the "reportable events" described under Item 304(a)(1)(v) of
Regulation S-K occurred within the registrant's two most recent fiscal years and
the subsequent interim periods preceding September 4, 1997.
The audit reports of KPMG Peat Marwick LLP on the consolidated
financial statements of The DII Group, Inc. and subsidiaries as of and for the
52 weeks ended December 29, 1996 and the year ended December 31, 1995 did not
contain any adverse opinion, or disclaimer of opinion nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles. A letter from
KPMG Peat Marwick LLP is attached as exhibit 16.1.
In August 1996 a subsidiary of the Company merged with and into
Orbit Semiconductor, Inc. Deloitte & Touche LLP reported on the consolidated
financial statements of Orbit Semiconductor, Inc. for the year ended December
31, 1995 (the "Orbit Statements"). Except for the Orbit Statements, during the
registrant's two most recent fiscal years and the subsequent interim periods,
Deloitte & Touche LLP has not been engaged as an independent accountant to audit
either registrant's financial statements or the financial statements of any of
its subsidiaries, nor has it been consulted regarding 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 registrant's
financial statements.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter dated September 10, 1997 from KPMG Peat Marwick LLP to
the Registrant
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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.
The DII Group, Inc.
Date: September 10, 1997 By: /s/ Thomas J. Smach
---------------------------------
Name: Thomas J. Smach
Title: Chief Financial Officer
Exhibit 16.1
September 10, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for The DII Group, Inc. and, under the
date of January 28, 1997, we reported on the consolidated balance sheets of The
DII Group, Inc. and subsidiaries as of December 29, 1996 and December 31, 1995,
and the related consolidated statements of income, stockholders' equity and cash
flows for the 52 weeks ended December 29, 1996, and each of the years in the
two-year period ended December 31, 1995. On September 4, 1997, our appointment
as principal accountants was terminated. We have read The DII Group, Inc.'s
statements included under Item 4 of its Form 8-K dated September 10, 1997, and
we agree with such statements, except that we are not in a position to agree or
disagree with The DII Group, Inc.'s statements that the change was approved by
the Audit Committee of the Board of Directors, and we are not in a position to
agree or disagree with The DII Group, Inc.'s statement that Deloitte and Touche
LLP was not engaged regarding the application of accounting principles to a
specified transaction or the type of audit opinion that might be rendered on The
DII Group, Inc.'s financial statements.
Very truly yours,
/s/ KPMG PEAT MARWICK LLP
