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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: June 24, 2002
Semtech Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-6395 95-2119684
(State or other jurisdiction of (Commission (IRS Employer Identification No.)
incorporation or organization) File Number)
200 Flynn Road
Camarillo, California 93012-8790
(Address of Principal Executive Offices) (Zip Code)
(805) 498-2111
(Registrant's telephone number, including area code)
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Item 4. Change in the Registrant's Certifying Accountant.
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On June 18, 2002, the Board of Directors of Semtech Corporation (the "Company")
determined, upon the recommendation of its audit committee, to appoint Ernst &
Young LLP as the Company's independent public accountants, replacing Arthur
Andersen LLP. The Company dismissed Arthur Andersen LLP on the same date. Ernst
& Young LLP has notified the Company that it has accepted the engagement.
The audit reports of Arthur Andersen LLP on the consolidated financial
statements of the Company as of and for the fiscal years ended January 28, 2002
and January 29, 2001 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.
During the two most recent fiscal years of the Company, ended January 28, 2002
and January 29, 2001 respectively, and the subsequent interim period to the date
hereof, there were no disagreements between the Company and Arthur Andersen LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to Arthur Andersen LLP's satisfaction, would have caused Arthur Andersen LLP to
make reference to the subject matter of the disagreement in connection with its
reports.
None of the reportable events described under Item 304(a)(1)(v) of Regulation
S-K occurred within the two most recent fiscal years of the Company and the
subsequent interim period to the date hereof.
During the two most recent fiscal years of the Company and the subsequent
interim period to the date hereof, the Company did not consult with Ernst &
Young LLP regarding any of the matters or events set forth in Item 304(a)(2)(i)
and (ii) of Regulation S-K.
The Company provided Arthur Andersen a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of Arthur Andersen's letter dated June 24, 2002
stating that it has found no basis for disagreement with such statements.
Item 7. Financial Statements and Exhibits.
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Exhibit Number Description of Document
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16 Letter from Arthur Andersen LLP dated June 24, 2002
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SIGNATURE
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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.
Date: June 24, 2002 SEMTECH CORPORATON
By: /s/ David G. Franz, Jr.
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David G. Franz, Jr.
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Number Description of Document
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16 Letter from Arthur Andersen LLP dated June 24, 2002
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