-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mt7VObacQEg6SSoGAVTbID6RtQD/jFU1jECE3qZGIlV4zFYc4uUEr3tPxLERMdpg Qe2CHSD1OHeD6yw2uWmRmA== 0001092306-03-000480.txt : 20031016 0001092306-03-000480.hdr.sgml : 20031016 20031016124003 ACCESSION NUMBER: 0001092306-03-000480 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030820 ITEM INFORMATION: Changes in registrant's certifying accountant FILED AS OF DATE: 20031016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DHB INDUSTRIES INC CENTRAL INDEX KEY: 0000899166 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 113129361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13112 FILM NUMBER: 03943341 BUSINESS ADDRESS: STREET 1: 555 WESTBURY AVE CITY: CARLE PLACE STATE: NY ZIP: 11514 BUSINESS PHONE: 5169971155 MAIL ADDRESS: STREET 1: 555 WESTBURY AVE CITY: CARLE PLACE STATE: NY ZIP: 11514 FORMER COMPANY: FORMER CONFORMED NAME: DHB CAPITAL GROUP INC /DE/ DATE OF NAME CHANGE: 19960518 8-K/A 1 form8k-ano2.txt FORM 8-K/A #2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM 8-K/A #2 CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 20, 2003 DHB INDUSTRIES, INC. ________________________________________________________________________________ (Exact Name of Registrant as Specified in Charter) Delaware 0-22429 11-3129361 ________________________________________________________________________________ (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 555 Westbury Avenue Carle Place, New York 11514 ________________________________________________________________________________ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (516) 997-1155 ______________ N/A ________________________________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. This Form 8-K/A #2 amends the Form 8-K filed by DHB Industries, Inc. (the "Company") on August 27, 2003, reporting that that on August 20, 2003, the Company was notified that Grant Thornton LLP ("Grant Thornton") had decided to resign as the Company's independent accountant. Grant Thornton had served as the Company's independent accountants since May 29, 2002. Prior to May 29, 2002, Paritz & Company P.A. served as the Company's independent accountants since January 23, 1998. Paritz & Company P.A. issued their report on the Company's financial statements for the year ended December 31, 2001. Grant Thornton issued their report on the Company's financial statements for the year ended December 31, 2002. During the Company's most recent fiscal years, the opinion of Grant Thornton did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's most recent fiscal years and through August 20, 2003, there were no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Grant Thornton would have caused Grant Thornton to make reference to the subject matter of the disagreement in connection with its reports. During the Company's most recent fiscal years and through August 20, 2003, there were no "reportable events" as listed in Item 304(a)(1)(v)(A)-(D) of Regulation S-K adopted by the Securities and Exchange Commission (the "Commission") except that Grant Thornton notified the Company that, in connection with its audit of the Company's consolidated financial statements for the year ended December 31, 2002 for filing with the Company's Form 10-K/A, it identified certain deficiencies involving internal control it considered to be significant deficiencies that, in the aggregate, constituted material weaknesses under standards established by the American Institute of Certified Public Accountants. These deficiencies included the failure to disclose certain related party transactions in the Company's Form 10-K for the fiscal year ended December 31, 2002, the Company's reliance on substantial outside assistance from outside professionals in preparing the Company's financial statements and understaffing in the Company's accounting and finance department. The Company filed its Form 10-K for the fiscal year ended December 31, 2002 on March 31, 2003. The Company subsequently amended this Form 10-K on July 24, 2003 to fully disclose the related party transactions. After further review, Grant Thornton reissued their audit report in the Company's Form 10-K/A, which states that the Company's consolidated financial statements presented fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2002 and the consolidated results of its operations and consolidated cash flows for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States. Grant Thornton formally notified the Company of these deficiencies on the date of their resignation. The Company's Audit Committee did not discuss these deficiencies with Grant Thornton before their resignation. The Company has authorized Grant Thornton to discuss the subject matter of each material weakness identified with the successor auditor subsequently engaged as the principal accountant to audit the Company's financial statements. The Company is in the process of taking the necessary steps to address each of the deficiencies identified by Grant Thornton. The Company's Board of Directors engaged Weiser LLP as its new independent accountants, and the Company file a Form 8-K on September 2, 2003 when this selection was made. The Company has provided Grant Thornton a copy of this Form 8-K/A #2 prior to its filing with the Commission and requested Grant Thornton to furnish the Company with a letter addressed to the Commission stating whether or not they agree with the statements made by the Company in response to this Item 4 and, if not, stating the respects to which they do not agree. The Company has requested that Grant Thornton provide the Company with such letter as promptly as possible so that the Company can file the letter with the Commission within ten business days after filing this report on Form 8-K. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this current report to be signed on its behalf by the undersigned hereunto duly authorized. DHB INDUSTRIES, INC. Date: October 15, 2003 By: /s/ DAWN M. SCHLEGEL _______________________________ Name: Dawn M. Schlegel Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----