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): February 29,
2008
COMMSCOPE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation)
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1-12929
(Commission
File
Number)
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36-4135495
(I.R.S.
Employer
Identification
Number)
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1100
CommScope Place, SE
P.O.
Box 339
Hickory,
North Carolina 28602
(Address
of principal executive offices)
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Registrant’s
telephone number, including area
code:
(828) 324-2200
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 (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities
Act
(17 CFR 230.425)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
(17 CFR 240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under
the
Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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 Registrant’s
Certifying Accountant.
(a) Dismissal
of independent registered
public accounting firm.
The
Audit
Committee of the Board of Directors (“Audit Committee”) of CommScope, Inc.
(“CommScope”) has completed a process it undertook to consider the selection of
CommScope’s independent registered public accounting firm for the year ending
December 31, 2008. This process included consideration of Ernst & Young LLP
(“E&Y”), which was the long-standing independent registered public
accounting firm for Andrew Corporation (which CommScope acquired on December
27,
2007), and Deloitte & Touche LLP (“D&T”), which is the firm that the
Audit Committee engaged to act as CommScope’s independent registered public
accounting firm for the years ended December 31, 2007 and 2006, and has been
CommScope’s long-standing independent registered accounting firm. On
February 29, 2008, upon completion of the selection process, the Audit Committee
dismissed D&T as CommScope’s independent registered public accounting firm
and appointed E&Y as CommScope’s independent registered public accounting
firm for the year ending December 31, 2008.
D&T’s
reports on CommScope’s consolidated financial statements as of and for the years
ended December 31, 2007 and 2006 did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During
the years ended December 31, 2007 and 2006, and through February 29, 2008,
there
were no (a) disagreements with D&T on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which
disagreements, if not resolved to D&T’s satisfaction, would have caused
D&T to make reference to the subject matter thereof in connection with its
reports for such years, or (b) “reportable events”, as defined under Item
304(a)(1)(v) of Regulation S-K.
We
provided D&T with a copy of this disclosure and requested that D&T
furnish the Securities and Exchange Commission with a letter indicating it
agrees with such disclosure. A copy of D&T’s letter to the Securities and
Exchange Commission dated March 3, 2008 is attached herewith as Exhibit
16.
(b) Engagement
of new independent
registered public accounting firm.
As
discussed above, on February 29, 2008, the Audit Committee appointed E&Y as
CommScope’s independent registered public accounting firm for the year ending
December 31, 2008.
During
the years ended December 31, 2007 and 2006, and through February 29, 2008,
neither CommScope nor anyone acting on its behalf consulted with E&Y
regarding any of the matters or events set forth in Item 304(a)(2)(i) or
(ii) of
Regulation S-K.
Item
9.01. Financial Statements
and
Exhibits.
(d) |
Exhibit |
Description |
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16
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Letter
dated March 3, 2008 from Deloitte & Touche LLP to the Securities and
Exchange Commission
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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.
Dated: March
3, 2008
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COMMSCOPE,
INC. |
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By:
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/s/
Jearld L. Leonhardt |
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Name:
Jearld L. Leonhardt |
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Title: Executive
Vice President and Chief Financial Officer |
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INDEX
OF
EXHIBITS
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16
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Letter
dated March 3, 2008 from Deloitte & Touche LLP to the Securities and
Exchange Commission
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