SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-22429 11-3129361
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
555 Westbury Avenue
Carle Place, New York 11514
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 997-1155
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N/A
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(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
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Name: Dawn M. Schlegel
Title: Chief Financial Officer