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): January 8, 2003
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IMAGE SENSING SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Minnesota
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(State or Other Jurisdiction of Incorporation)
0-26056 41-1519168
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(Commission file number) (IRS employer identification no.)
500 Spruce Tree Centre, 1600 University Avenue, St. Paul, Minnesota 55104
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(Address of Principal Executive Offices, Including Zip Code)
(651) 603-7700
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 4 Pages
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On January 8, 2003, Image Sensing Systems, Inc. ("ISS") engaged Grant
Thornton LLP as its new independent accountants, commencing with the audit for
the fiscal year ended December 31, 2002, and thereby dismissed Ernst & Young
LLP. The decision to change independent accountants was approved by the Board of
Directors of ISS.
The reports of Ernst & Young LLP on ISS's financial statements for the
past two years ended December 31, 2001 and December 31, 2000 contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principle.
In connection with the audits for the fiscal years ended December 31,
2001 and December 31, 2000 and all interim periods preceding the dismissal,
there have been no disagreements with Ernst & Young 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
Ernst & Young LLP, would have caused them to make reference thereto in their
report on the financial statements for such years.
During the fiscal years ended December 31, 2001 and December 31, 2000
and all subsequent interim periods and to January 8, 2003, the date of
dismissal, there have been no reportable events (as defined in Regulation S-K
Item 304(a)(1)(v)).
ISS delivered a copy of this Form 8-K report to Ernst & Young LLP on
January 8, 2003, and requested that Ernst & Young LLP furnish it with a letter
addressed to the Securities and Exchange Commission (the "SEC") stating whether
or not Ernst & Young LLP agrees with the above statements. Attached hereto as
Exhibit 16 is a copy of the letter of Ernst & Young LLP to the SEC dated January
8, 2003.
During the fiscal years ended December 31, 2001 and December 31, 2000
and to January 8, 2003, ISS has not consulted with Grant Thornton LLP on any
items concerning the application of accounting principles to a specified
transaction, the type of audit opinion that might be rendered on ISS's financial
statements, or the subject matter of a disagreement or reportable event with the
former auditor (as described in Regulation S-K Item 304(a)(2)).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 16 Letter from Ernst & Young LLP to the Securities and Exchange
Commission dated January 8, 2003.
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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.
IMAGE SENSING SYSTEMS, INC.
By: /s/ James Murdakes
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James Murdakes
Chief Executive Officer
Dated: January 8, 2003
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EXHIBIT INDEX
Exhibit No. Description
Exhibit 16 Letter from Ernst & Young LLP to the Securities and Exchange
Commission dated January 8, 2003.
Page 4 of 4 Pages