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: June 6, 2002
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 ___
INFORMATION TO BE INCLUDED IN THE REPORT
Item 4. Changes in Registrant's Certifying Accountant.
On June 6, 2002, Intelli-Check, Inc. (the "Company") determined, for itself, to
dismiss its independent auditors, Arthur Andersen LLP ("Arthur Andersen"), and
to engage the services of Grant Thornton LLP ("Grant Thornton") 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 of its Audit
Committee. Grant Thornton will review the financial statements of the Company
beginning with fiscal quarter ended June 30, 2002.
During the two most recent fiscal years of the Company ended December 31, 2001,
and the subsequent interim period through June 6, 2002, there were no
disagreements between the Company and Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Arthur Andersen's
satisfaction, would have caused Arthur Andersen 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 fiscal years of the Company ended
December 31, 2001.
The audit reports of Arthur Andersen on the financial statements of the Company
as of and for the fiscal years ended December 31, 2000 and 2001 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
Arthur Andersen is attached hereto as Exhibit 16.1.
During the two most recent fiscal years of the Company ended December 31, 2001,
and the subsequent interim period through June 6, 2002, the Company did not
consult with Grant Thornton regarding any of the matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
The following exhibits are filed herewith:
Exhibit No.
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16.1 Letter of Arthur Andersen 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: June 6, 2002 INTELLI-CHECK, INC.
By: /s/ Frank Mandelbaum
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Frank Mandelbaum
Chairman & Chief Executive Officer
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