UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  March 4, 2005

 

ZEBRA TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-19406

 

36-2675536

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

333 Corporate Woods Parkway, Vernon Hills, Illinois

 

60061

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

 

 

Registrant’s telephone number, including area code: 847-634-6700

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 4.01.                                          Changes in Registrant’s Certifying Accountant.

 

(a)  On March 4, 2005, the Audit Committee of the Board of Directors of Zebra Technologies Corporation (“Company”) dismissed KPMG LLP as the Company’s independent accountant.

 

The reports of KPMG LLP on the Company’s financial statements for the years ended December 31, 2004 and 2003 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.

 

In connection with its audit of the financial statements of the Company as of and for the years ended December 31, 2004 and 2003, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, and the effectiveness of internal control over financial reporting as of December 31, 2004, the Company had no disagreement with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of KPMG LLP would have caused them to make reference thereto in their report on the financial statements for such years. During the period of time from January 1, 2003 through March 4, 2005, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K adopted by the Securities and Exchange Commission.

 

We provided KPMG LLP with a copy of this report prior to its filing with the Commission. KPMG LLP has provided us a letter, dated March 8, 2005, and addressed to the Commission. This letter is attached to this Form 8-K as Exhibit 16.1 and is incorporated herein by reference.

 

(b)  The Company engaged Ernst & Young LLP on March 4, 2005, as the Company’s independent accountant.

 

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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.

 

 

ZEBRA TECHNOLOGIES CORPORATION

 

 

 

Date: March 9, 2005

By:

/s/ CHARLES R. WHITCHURCH

 

 

Chief Financial Officer and Treasurer

 

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EXHIBIT INDEX

 

16.1

Letter from KPMG LLP regarding change in certifying accountant.

 

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