SILICONIX INC
8-K, 1998-08-06
SEMICONDUCTORS & RELATED DEVICES
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                                  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):  July 31, 1998


                             SILICONIX INCORPORATED
             (Exact name of registrant as specified in its charter)


        DELAWARE                    0-3698                  94-1527868
(State or other jurisdiction of     (Commission             (I.R.S. Employer
incorporation or organization)   File Number)            Identification No.)


                              2201 LAURELWOOD ROAD
                          SANTA CLARA, CALIFORNIA 95054
                    (Address of principal executive offices)


                                 (408) 988-8000
              (Registrant's telephone number, including area code)


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


                                                           The Index to Exhibits
                                                               is on page 4.
                                                               
                                  Page 1 of 4


<PAGE>



                    INFORMATION TO BE INCLUDED IN THE REPORT


ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

    (a) Effective July 31, 1998,  the Board of Directors  selected Ernst & Young
LLP  ("Ernst  & Young")  to  replace  KPMG  Peat  Marwick  LLP  ("KPMG")  as the
registrant's  independent  accountant.  KPMG's audit reports on the registrant's
financial  statements  for the fiscal years ended December 31, 1997 and 1996 did
not contain an adverse  opinion or  disclaimer of opinion and were not qualified
or  modified  as  to   uncertainty,   audit  scope  or  accounting   principles.
Furthermore,  during  fiscal  1996 and 1997 and the  subsequent  interim  period
preceding  the  replacement  of KPMG,  there were no  disagreements  between the
registrant  and  KPMG on any  matter  of  accounting  principles  or  practices,
financial  statement  disclosure or auditing scope or procedures  which,  if not
resolved to KPMG's satisfaction, would have caused them to make reference to the
subject of such  disagreement  in connection  with their reports.  A letter from
KPMG Peat Marwick LLP is attached as Exhibit 16 hereto.

    (b) The  registrant  has not  consulted  Ernst  &  Young  regarding  (i) the
application of accounting principles to any transaction,  (ii) the type of audit
opinion that might be rendered on the registrant's financial statements or (iii)
any disagreement or reportable event.

                                                                               2

<PAGE>


                                   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.


                                    SILICONIX INCORPORATED



Date:  August 3, 1998               By  /s/King Owyang
                                      ----------------
                                      King Owyang
                                      President and CEO

                                                                             3

<PAGE>



                                INDEX TO EXHIBITS


                             Exhibit
                             -------


        16   Letter from KPMG Peat Marwick to Securities and Exchange Commission


                                                                               4



                                   EXHIBIT 16


August 3, 1998

Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

We were previously principal  accountants for Siliconix  incorporated and, under
the  date of  January  21,  1998,  we  reported  on the  consolidated  financial
statements of Siliconix  incorporated  and  subsidiaries as of and for the years
ended December 31, 1997 and 1996. On July 31, 1998, our appointment as principal
accountants was  terminated.  We have read Siliconix  incorporated's  statements
included  under Item 4 of its Form 8-K dated  August 3, 1998,  and we agree with
such statements,  except that we are not in a position to agree or disagree with
Siliconix  incorporated's  statement  that it has not  consulted  with its newly
appointed  accountants regarding the application of accounting principles to any
transaction,  the type of audit  opinion  that might be  rendered  on  Siliconix
incorporated's financial statements or any disagreement or reportable event.

Very truly yours,



/s/ KPMG Peat Marwick LLP



KPMG Peat Marwick LLP




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