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: March 16, 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.
The Company retained its current independent accountants, KPMG LLP, to
audit its consolidated financial statements as of and for the nine-month period
ended December 31 2003, so that they could be incorporated into the Company's
pending Form S-3 Registration Statement. The Company is filing as Exhibit 99.1
to this Form 8-K those audited consolidated financial statements and its
consolidated financial statements as of March 31, 2003, and for the two years
then ended audited by PricewaterhouseCoopers LLP which was then the Company's
independent auditors. All of these audited consolidated financial statements
will be incorporated by reference into the Company's pending Form S-3
Registration Statement.
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
23.2 Consent of KPMG LLP
99.1 Report of KPMG LLP dated February 24, 2004, relating to the
Company's consolidated financial statements as of and for the
nine-month period ended December 31, 2003, and Report of
PricewaterhouseCoopers LLP dated April 28, 2003, except for Note
4, as to which the date is January 22, 2004, relating to the
Company's consolidated financial statements as of March 31, 2003
and for the fiscal years ended March 31, 2003 and 2002
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: March 16, 2004 /s/ Steven G. Larson
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Steven G. Larson
Vice President, Finance and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of KPMG LLP
99.1 Report of KPMG LLP dated February 24, 2004, relating to the
Company's consolidated financial statements as of and for the
nine-month period ended December 31, 2003, and Report of
PricewaterhouseCoopers LLP dated April 28, 2003, except for Note
4, as to which the date is January 22, 2004, relating to the
Company's consolidated financial statements as of March 31, 2003
and for the fiscal years ended March 31, 2003 and 2002