sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) MARCH 24, 2005
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TIDEL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-17288 75-2193593
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2900 WILCREST, SUITE 205, HOUSTON, TX 77042
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (713) 783-8200
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
KPMG LLP ("KPMG") was previously the principal accountants for Tidel
Technologies, Inc. ("the Registrant"). On March 24, 2005, KPMG was dismissed by
the Registrant. The dismissal of KPMG was approved by the Audit Committee of the
Registrant's Board of Directors.
The Registrant's most recently filed annual report was for the fiscal year
ended September 30, 2002. The financial statements of the Registrant and its
subsidiaries for the fiscal years ended September 30, 2003 and 2004, or for any
interim periods within those years, have not yet been prepared and accordingly,
no audit or review has been undertaken by KPMG for any such periods. The audit
reports of KPMG on the consolidated financial statements of the Registrant and
its subsidiaries as of and for the years ended September 30, 2001 and 2002 did
not contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles, except as
follows: KPMG's report on the consolidated financial statements of Tidel
Technologies, Inc. as of and for the year ended September 30, 2002 contained a
separate paragraph, stating that:
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from
operations and has a net stockholders' deficit as of September 30, 2002
that raise substantial doubt about the entity's ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
In connection with its audits of the two fiscal years ended September 30,
2001 and 2002, and the subsequent interim period through March 24, 2005, there
were no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of KPMG, would have caused
KPMG to make reference to the matter in its report
On March 24, 2005 the Registrant engaged Hein & Associates LLP ("Hein") as
the Registrant's principal accountant. The engagement of Hein was approved by
the Audit Committee of the Registrant's Board of Directors.
During the Registrant's fiscal years ended September 30, 2001 and 2002, the
Registrant did not consult with Hein with respect to either (i) the application
of accounting principles to a specified transaction, either completed or
proposed; (ii) the type of audit opinion that might be rendered on the
Registrant's financial statements; or (iii) any matter that was either the
subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or
a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Registrant has provided KPMG with a copy of the foregoing disclosure.
Attached as EXHIBIT 16 hereto is a copy of KPMG's letter, dated March 29, 2005,
in response to the foregoing disclosure.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
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16 Letter from KPMG to the Securities and Exchange
Commission dated March 29, 2005.
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 hereunto duly authorized.
TIDEL TECHNOLOGIES, INC.
(Registrant)
Date: March 29, 2005
By: /s/ Mark Levenick
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Name: Mark Levenick
Title: Interim Chief Executive Officer