SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) - April 30, 2002
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STANDARD MICROSYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 11-2234952
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
80 Arkay Drive, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
(631) 435-6000
(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant
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On April 30, 2002, Standard Microsystems Corporation replaced Arthur Andersen
LLP as its independent accountants. The Audit Committee of the registrant's
board of directors recommended, and the registrant's board approved, the
decision to change independent accountants.
Arthur Andersen LLP's report on the registrant's financial statements for either
of the past two fiscal years contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the registrant's two most recent fiscal years and any subsequent period
through April 30, 2002, there was no disagreement with Arthur Andersen LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement if not resolved
to the satisfaction of Arthur Andersen LLP would have caused it to make
reference thereto in its report on the registrant's consolidated financial
statements, and there were no reportable events, as defined in Regulation S-K
Item 304(a)(1)(v).
The Registrant has requested that Arthur Andersen LLP furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of such letter, dated May 7, 2002, is filed as Exhibit 16 to this Form
8-K.
On May 7, 2002, the registrant engaged PricewaterhouseCoopers LLP as its new
independent accountants for the fiscal year ended February 28, 2003. During the
registrant's two most recent fiscal years and any subsequent period through May
7, 2002, the registrant has not consulted with PricewaterhouseCoopers LLP
regarding either (i) 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, in respect of which
either a written report was provided to the registrant or oral advice was
provided that PricewaterhouseCoopers LLP concluded was an important factor
considered by the registrant in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) 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 instructions to Item 304 of Regulation S-K, or a
reportable event.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
Exhibit 16 - Letter from Arthur Andersen LLP, filed with this document.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
STANDARD MICROSYSTEMS CORPORATION
(Registrant)
By /s/ ANDREW M. CAGGIA
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Andrew M. Caggia
Senior Vice President and Chief Financial Officer,
and Director
(Principal Financial Officer)
Date: May 7, 2002
EXHIBIT INDEX
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Exhibit Number Description
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16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated May 7, 2002.
EXHIBIT 16
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May 7, 2002
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Commissioners:
We have read the first through fourth paragraphs of Item 4 included in the Form
8-K dated May 7, 2002 of Standard Microsystems Corporation to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
Arthur Andersen LLP