________________________________________________________________________________
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): 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.
On August 20, 2003, DHB Industries, Inc. (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.
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. 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 is aggressively
engaged in the process of selecting new independent accountants, and the Company
will file a Form 8-K when this selection has been made.
The Company has provided Grant Thornton a copy of this Form 8-K 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: August 27, 2003 By: /s/ DAWN M. SCHLEGEL
_______________________
Name: Dawn M. Schlegel
Title: Chief Financial Officer