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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 (Date of earliest event reported) July 10, 2016
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Image Sensing Systems, Inc.
(Exact name of registrant as specified in its charter)
Minnesota 0-26056 41-1519168
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota 55104
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (651) 603-7700
(Former name or former address, if changed since last report.)
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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 Instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 2 – Financial Information
Item 4.01 Change in Registrant’s Certifying Accountant.
(a) Dismissal of IndependentRegistered Public Accounting Firm.
On July 10, 2016,Image Sensing Systems(the“Company”)dismissedGrant Thornton LLP(“GT”)asthe Company'sindependentregisteredpublicaccountingfirm.ThedecisiontochangetheCompany'sindependent registeredpublicaccountingfirmwastheresultofarequestforproposalprocessinwhichtheAuditCommittee oftheCompany'sBoardofDirectorsconductedacomprehensive,competitiveprocesstoselecttheindependent registered public accounting firm, and which action was ratified by the Board of Directors.
The audit reports of GT on the consolidated financial statements of the Company for each of the two most recent fiscal years ended December 31, 2015 and December 31, 2014 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as touncertainty, audit scope or accounting principles.
DuringtheCompany'stwomostrecentfiscalyearsendedDecember31,2015andDecember31,2014and duringthesubsequentinterimperiodfromJanuary1,2016throughJuly10,2016,(i)therewereno disagreementswithGTonanymatterofaccountingprinciplesorpractices,financialstatementdisclosureor auditingscopeorproceduresthat,ifnotresolvedtoGT'ssatisfaction,wouldhavecausedGTtomakereference tothesubjectmatterofthedisagreementinconnectionwithitsreportsand(ii)therewereno“reportableevents” as defined in Item 304(a)(1)(v) of Regulation SK.
TheCompanyprovidedGTwithacopyofthedisclosuresinthisreportpriortofilingwiththeSecuritiesand ExchangeCommission(the“SEC”).AcopyofGT'sletterdatedJuly12,2016totheSEC,statingwhetherit agrees with the statements made in this report, is filed as Exhibit 16.1 to this report.
(b) Engagement of New IndependentRegistered Public Accounting Firm.
OnJuly 10,2016,theAuditCommitteeengagedBoulay PLLP("Boulay")astheCompany'sindependentregistered public accounting firm for the year ending December 31, 2016.
DuringthetwomostrecentfiscalyearsendedDecember31,2015andDecember31,2014andduringthe subsequentinterimperiodfromJanuary1,2016throughJuly10,2016,neithertheCompanynoranyoneonits behalfconsultedBoulayregardingeither(i)theapplicationofaccountingprinciplestoaspecifiedtransaction, eithercompletedorproposed,orthetypeofauditopinionthatmightberenderedontheCompany'sfinancial statements,andneitherawrittenreportnororaladvicewasprovidedtotheCompanythatBoulayconcludedwas an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reportingissue,or(ii)anymatterthatwaseitherthesubjectofa “disagreement”or a “reportableevent”,eachasdefined in Regulation SK Item 304(a)(1)(v),respectively.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit 16.1: Letter from Grant Thornton LLP dated July 12, 2016 to the Securities and Exchange commission.
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: July 12, 2016 Image Sensing Systems, Inc.
By: /s/ Richard A. Ehrich
Richard A. Ehrich
Interim Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
EXHIBIT INDEX
Exhibit No. | Description |
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16.1 | | Letter from Grant Thornton LLP dated July 12, 2016 to the Securities and Exchange commission. | |
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