ELANTEC SEMICONDUCTOR INC
8-K, 1998-06-05
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): May 29, 1998


                           ELANTEC SEMICONDUCTOR, INC.
             (Exact Name of registrant as specified in its charter)


                                    DELAWARE
                 (State or other jurisdiction of incorporation)


       0-26690                                           77-0408929
- --------------------------------------------------------------------------------
Commission File No.                         (I.R.S. Employer Identification No.)


              675 Trade Zone Boulevard, Milpitas, California 95035
              ----------------------------------------------------
          (Address, including zip code, of principal executive offices)


                                 (408) 945-1323
                                 --------------
              (Registrant's telephone number, including area code)


<PAGE>


Item 4. Changes in Registrant's Certifying Accountant.

On May 29, 1998, the Board of Directors of the Company approved the dismissal of
the Company's independent accountants, Ernst & Young LLP, and the appointment of
Deloitte & Touche LLP  ("Deloitte & Touche") for the fiscal year ended 1998. The
report of Ernst & Young LLP for the fiscal  years ended 1996 and 1997  contained
no adverse opinion, disclaimer of opinion or qualification or modification as to
uncertainty, audit scope or accounting principles. During the fiscal years ended
1996 and 1997, and the interim period from October 1, 1997 through May 29, 1998,
there were no  disagreements  between  the  Company and Ernst & Young LLP on any
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure,  which, if not resolved to the satisfaction of Ernst & Young
LLP  would  have  caused  it to make  reference  to the  subject  matter  of the
disagreement in connection with its report. No "reportable  events" as described
in paragraph (a) (1) (v) of Item 304 of Regulation S-K have occurred  within the
Company's  fiscal years ending 1996 and 1997, or the period from October 1, 1997
through May 29, 1998.

The  Company  has  provided  Ernst & Young  LLP  with a copy of the  disclosures
contained  herein and has filed as an exhibit  hereto  the  response  of Ernst &
Young LLP to the disclosures set forth herein.

The Company did not consult with Deloitte & Touche during the fiscal years ended
1996 and 1997, and the interim period from October 1, 1997 through May 29, 1998,
on any matter which was the subject of any  disagreement or any reportable event
or on the  application  of  accounting  principles  to a specified  transaction,
either completed or proposed.

Item 7. Financial Statements and Exhibits.

Exhibit 16:  Letter Re: Change in Certifying Accountant.



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.

ELANTEC SEMICONDUCTOR, INC.
(Registrant)



Date: June 5, 1998          By: /s/ Ephraim Kwok
                                ----------------
                            Ephraim Kwok
                            Chief Financial Officer (duly authorized officer and
                            principal financial officer)



                                                                      Exhibit 16

June 5, 1998

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

Gentlemen:

We have read Item 4 of Form 8-K dated May 29,  1998,  of  Elantec Semiconductor,
Inc. and are in agreement with the statements contained in the second, third and
fourth sentences of the first paragraph and the sentence in the second paragraph
on page 2 therein.  We have no basis to agree or disagree with other  statements
of the registrant contained therein.


                                   /s/ Ernst & Young LLP



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