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: January 23, 2004
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(Date of earliest event reported)
DREXLER TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-6377 77-0176309
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1077 Independence Avenue, Mountain View, California 94043-1601
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(Address of principal executive offices) (Zip Code)
(650) 969-7277
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
In the Registrant's Quarterly Report on Form 10-Q for the second fiscal quarter
of 2004 ended September 30, 2003, the Registrant began reporting for two
segments, optical memory cards and optical card drives, and provided other
related information pursuant to Statement of Financial Accounting Standards No.
131, "Segment Reporting." The Registrant shortly will be filing a Registration
Statement on Form S-3 to register the common stock issued in (and the common
stock issuable in the future upon exercise of warrants and options granted as
part of) its December, 2003, private placement and will be incorporating into
that Registration Statement certain prior reports that Registrant had filed with
the SEC. Accordingly, the Registrant is filing this Form 8-K containing the
financial statements and independent accountants' reports attached as Exhibit
99.1, to reflect the change from those contained in Registrant's Form 10-K/A for
the fiscal year ended March 31, 2003, to include the segment reporting
disclosure in Note 4 to the financial statements; however, the segment
information for the fiscal year ended March 31, 2001, is unaudited as Arthur
Andersen LLP, who had audited the Registrant's fiscal 2001 financial statements,
has ceased operations and is not able to conduct audits. This change is
necessary to present segment information from the annual periods on a comparable
basis with the segment information presented in the fiscal 2004 second quarter
Form 10-Q.
Management's Discussion and Analysis of Results of Operation and Financial
Condition comprising Item 7 of its Annual Report on Form 10-K/A for the fiscal
year ended March 31, 2003, as filed, addresses various material aspects of
revenues and gross profit (loss) by segment.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
The following exhibits are included as part of this Current Report on Form 8-K:
Exhibit
Number Description
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23.1 Consent of PricewaterhouseCoopers LLP*
99.1 Audit Report of PricewaterhouseCoopers LLP dated April 28,
2003, except for Note 4, as to which the date is
January 22, 2004
*The audited consolidated financial statements of Registrant as of and for the
year ended March 31, 2001 were audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report dated May 13, 2002, with
respect thereto contained in Exhibit 99.1. Arthur Andersen LLP has not consented
to the incorporation by reference of their report on Registrant's financial
statements in this Form 8-K into prospectus associated with currently effective
Registration Statements, and we have dispensed with the requirement to file
their consent in reliance upon Rule 437a of the Securities Act of 1933. Because
Arthur Andersen LLP has not so consented, persons transacting in Registrant's
securities in reliance upon such prospectus will not be able to recover against
Arthur Andersen LLP under Section 11 of the Securities Act of 1933 for any
untrue statements of a material fact contained in the financial statements
audited by Arthur Andersen LLP or any omissions to state a material fact
required to be stated therein. The changes made related to segment reporting for
the year ended March 31, 2001 in Note 4 were not subject to audit by Arthur
Andersen LLP.
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SIGNATURE
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 thereunto duly authorized:
DREXLER TECHNOLOGY CORPORATION (REGISTRANT)
Date: January 23, 2004 /s/ Steven G. Larson
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Steven G. Larson
Vice President, Finance and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Description
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23.1 Consent of PricewaterhouseCoopers LLP
99.1 Audit Report of PricewaterhouseCoopers LLP dated April 28, 2003,
except for Note 4, as to which the date is January 22, 2004
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