SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
|X| CURRENT REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
DATE OF REPORT: April 21, 2004
OR
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
For the transition period from to
Commission File No. 001-15465
Intelli-Check, Inc.
(Exact name of the issuer as specified in its charter)
Delaware 11-3234779
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
246 Crossways Park West, Woodbury, New York 11797
(Address of principal executive offices) (Zip Code)
Issuer's Telephone number, including area code: (516) 992-1900
Check whether Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the Issuer was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 21, 2004, Intelli-Check, Inc. (the "Company") determined to dismiss its
independent auditors, Grant Thornton LLP ("Grant Thornton"), and to engage
Amper, Politziner & Mattia P.C. ("Amper") as its new independent auditors. The
change in auditors became effective immediately. This determination followed the
Company's decision to seek proposals from independent accountants to audit the
financial statements of the Company, and was approved by the Company's Board of
Directors upon the recommendation and approval of its Audit Committee.
During the two most recent years of the Company ended December 31, 2003 and
2002, and through the date of Grant Thornton's dismissal on April 21, 2004,
there were no disagreements between the Company and Grant Thornton on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to Grant
Thornton's satisfaction, would have caused Grant Thornton to make reference to
the subject matter of the disagreement in connection with its reports.
None of the reportable events described under Item 304(a)(1)(v) of Regulation
S-K occurred within the two most recent years of the Company ended December 31,
2003 and 2002.
The audit reports of Grant Thornton on the financial statements of the Company
as of and for the years ended December 31, 2003 and 2002 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles. A letter from Grant
Thornton is attached hereto as Exhibit 16.1.
During the two most recent years of the Company ended December 31, 2003 and
2002, and through the date of the engagement of Amper on April 21, 2004, the
Company did not consult with Amper regarding any of the matters or events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K of the Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following exhibits are filed herewith:
EXHIBIT NO.
16.1 Letter of Grant Thornton LLP
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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 thereunto duly authorized.
Date: April 23, 2004 INTELLI-CHECK, INC.
By: /s/ Frank Mandelbaum
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Frank Mandelbaum
Chairman & Chief Executive Officer
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