UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
November 15, 2005
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STANDARD MICROSYSTEMS CORPORATION INCENTIVE SAVINGS AND RETIREMENT PLAN
(Exact name of registrant as specified in its charter)
DELAWARE 0-7422 11-2234952
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) 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)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 4.01. Changes in Certifying Accountant of Standard Microsystems Corporation
Incentive Savings and Retirement Plan
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(a) On January 6, 2006, the Standard Microsystems Corporation Incentive Savings
And Retirement Plan(the "Plan") informed PricewaterhouseCoopers ("PwC") that it
had been dismissed as the Plan's independent accountants on November 15, 2005.
This dismissal was approved by the Plan Administrator. It was also approved by
the Audit Committee of Standard Microsystems Corporation. PwC remains as the
independent accountant for Standard Microsystems Corporation.
PwC's report on the financial statements for the Plan for the past two fiscal
years ended December 31, 2004 and 2003 contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.
During the fiscal years ended December 31, 2004 and 2003, and through November
15, 2005, there were no disagreements with PwC 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 PwC would
have caused it to make reference thereto in its report on the Plan's
consolidated financial statements for such years, and there were no reportable
events, as defined in Regulation S-K Item 304(a)(1)(v).
The Plan has requested that PwC 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 January 11, 2006 is filed as Exhibit 16 to this Form 8-K.
(b) The Plan engaged Crowe Chizek and Company LLC ("Crowe")as its new
independent accountants for the plan year ended December 31, 2005 effective
November 15, 2005.
During the fiscal years ended December 31, 2004 and 2003 and through November
15, 2005, the Plan has not consulted with Crowe regarding either (i) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of opinion that might be rendered on the
Plan's financial statements, in respect of which either a written report was
provided to the Plan or oral advice was provided that Crowe concluded was an
important factor considered by the Plan 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 9.01. Financial Statements and Exhibits
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(d) Exhibits
Exhibit 16 - Letter from PricewaterhouseCoopers 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 INCENTIVE SAVINGS AND RETIREMENT PLAN
(Registrant)
Date: January 11, 2006 By: /s/ Eric M. Nowling
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Eric M. Nowling
Plan Administrator
Standard Microsystems Corporation
Incentive Savings and Retirement Plan
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EXHIBIT INDEX
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Exhibit Number Description
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16 Letter from PricewaterhouseCoopers LLP to the Securities and
Exchange Commission dated January 11, 2006.