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) April 1, 2004
LAPIS TECHNOLOGIES, INC.
(Exact name of Registrant as specified in charter)
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Delaware 333-100979 27-0016420
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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19 W. 34th Street, Suite 1008, New York, New York 10001
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (212) 937-3580
Not Applicable
(Former name or former address, if changed, since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 1, 2004, Rogoff & Company, P.C. ("Rogoff & Company") informed
Lapis Technologies, Inc. (the "Company") that they were resigning as the
Company's principal independent auditors because they were no longer going to do
audit work for public companies. Going forward from April 1, 2004 our principal
independent auditor will be Gvilli & Co. C.P.A. ("Gvilli & Co."). The decision
to engage Gvilli & Co. was taken upon the unanimous approval of our Board of
Directors.
During the last two fiscal years ended December 31, 2003 and December 31,
2002 and through April 1, 2004, (i) there were no disagreements between the
Company and Rogoff & Company on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure which,
if not resolved to the satisfaction of Rogoff & Company would have caused Rogoff
& Company to make reference to the matter in its reports on the Company's
financial statements, and (ii) Rogoff & Company's reports on the Company's
financial statements did not contain an adverse opinion or disclaimer of
opinion, or was modified as to uncertainty, audit scope or accounting
principles. During the last two most recent fiscal years ended December 31, 2003
and December 31, 2002 and through April 1, 2004, there were no reportable events
as the term described in Item 304(a)(1)(iv) of Regulation S-B.
During the two most recent fiscal years and through April 1, 2004, the
Company has not consulted with Gvilli & Co. regarding either:
1. the application of accounting principles to any specific
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial
statements, and neither a written report was provided to the Company
nor oral advice was provided that Gvilli & Co. concluded was an
important factor considered by the Company in reaching a decision as
to the accounting, auditing or financial reporting issue; or
2. any matter that was either subject of disagreement or event, as
defined in Item 304(a)(1)(iv)(A) of Regulation S-B and the related
instruction to Item 304 of Regulation S-B, or a reportable event, as
that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.
The Company has requested that Rogoff & Company furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of such letter, dated April 1, 2004 is filed
as Exhibit 16.1 to this Form 8-K.
ITEM 7(c). EXHIBITS
16.1 Letter from Rogoff & Company, dated April 1, 2004.
SIGNATURE
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.
LAPIS TECHNOLOGIES, INC.
Date: July 4, 2004 By: /s/ Harry Mund
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Harry Mund,
Chief Executive Officer, President,
Secretary and Chairman