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 10, 2002
--------------
Aavid Thermal Technologies, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-27309 02-0466826
- ------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
Eagle Square, Suite 509, Concord, New Hampshire 03301
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (603) 224-1117
--------------
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
- -------------------------------------------------------
Upon approval of the Board of Directors of Aavid Thermal Technologies, Inc. the
"Company"), on July 10, 2002, the Company informed Arthur Andersen LLP ("Arthur
Andersen"), the Company's independent public accountants for the fiscal year
ended December 31, 2001, of its decision to dismiss Arthur Andersen as the
Company's independent public accountants. Upon approval of the Board of
Directors, the Company has engaged Ernst & Young LLP to serve as the Company's
independent public accountants for the fiscal year ending December 31, 2002.
Arthur Andersen's reports on the Company's consolidated financial statements for
the fiscal year ended December 31, 2001 and the 11 month period ending December
31, 2000 did not contain an adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to audit scope or accounting principles. Arthur
Andersen did modify their opinion as to the uncertainty as to whether the
Company could continue as a going concern.
During all periods presented in the Company's Form 10-K for the year ended
December 31, 2001 and through the date hereof, there were no disagreements with
Arthur Andersen on any matter of accounting principle or practice, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Arthur Andersen's satisfaction, would have caused them to make reference to the
subject matter in connection with their report on the Company's consolidated
financial statements for such years; and there were no reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K.
During all of the periods presented in the Company's Form 10-K for the year
ended December 31, 2001 and through the date hereof, the Company did not consult
Ernst & Young LLP with respect to 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 Company's consolidated financial
statements, or any other matters or reportable events as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
- -----------------------------------------
None
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.
Aavid Thermal Technologies, Inc.
Date: July 10, 2002 /s/ Brian A. Byrne
---------------------------
Brian A. Byrne
Vice President and
Chief Financial Officer