________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-K/A #5
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 #5 amends the Form 8-K/A #4 filed by DHB Industries,
Inc. (the "Company") on November 25, 2003, reporting 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. This Form 8-K/A is being filed solely for the purpose of filing with
the Securities and Exchange Commission (the "Commission") and, pursuant to Item
304(a)(3) of Regulation S-K, a letter from Grant Thornton LLP ("Grant Thornton")
dated December 1, 2003, addressed to the Commission, stating whether or not they
agree with the statements made by the Company in the Form 8-K and, if not,
stating the respects in which they do not agree (the "Grant Thornton Letter").
The Grant Thornton Letter is filed herewith as Exhibit 16.1 and is incorporated
herein by reference.
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 filed a Form 8-K on
September 2, 2003, when this selection was made.
On September 9, 2003, the Company filed as Exhibit 16.1 on Form 8-K/A
#1 a letter dated September 5, 2003, from Grant Thornton addressed to the
Commission, stating pursuant to Item 304(a)(3) of Regulation S-K whether or not
they agreed with the statements made by the Company in the Form 8-K and, if not,
stating the respects in which they did not agree (the "Grant Thornton Letter").
In response to the Grant Thornton Letter, Jerome Krantz, chairman of the
Company's Audit Committee, sent Grant Thornton a letter on September 9, 2003,
regarding the first bullet in the Grant Thornton Letter (the "Krantz Letter").
The Krantz Letter states that, prior to Mr. Krantz's receipt of the Grant
Thornton Letter on August 20, 2003, no representative of Grant Thornton informed
Mr. Krantz of Grant Thornton's belief that there existed significant
deficiencies constituting material weaknesses in the Company's internal
controls. Moreover, the Krantz Letter states that at no point before receiving
the Grant Thornton Letter did he understand Grant Thornton as suggesting that
Grant Thornton viewed any deficiency to be material to the Company. Finally, the
Krantz Letter states that Grant Thornton, who reviewed the Company's Form 10-Q
for the quarterly period ended June 30, 2003 before the Company filed it with
the Securities and Exchange Commission, did not assert that any changes or
additions to the Form 10-Q should be made or otherwise suggest that the
Company's representations in the Form 10-Q regarding internal controls were
anything other than accurate during the August 13, 2003 conversation or
otherwise.
The Company has provided Grant Thornton with a copy of the Form 8-K/A
#4 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
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. The Company has filed as
an exhibit hereto the response of Grant Thornton to such disclosures.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
16.1 Letter from Grant Thornton LLP to the Securities and
Exchange Commission dated December 1, 2003, regarding
change in certifying accountant.
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: December 1, 2003 By: /s/ DAWN M. SCHLEGEL
_______________________________
Name: Dawn M. Schlegel
Title: Chief Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
16.1 Letter from Grant Thornton LLP to the Securities and Exchange
Commission dated December 1, 2003, regarding change in certifying
accountant.