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) January 27, 1999
ENSEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 0-21361 65-0654330
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE WORLD TRADE CENTER, SUITE 3357
NEW YORK, NY 10048
(Address of principal executive offices, including zip code)
(212) 524-0600
(Registrant's telephone number, including area code)
<PAGE>
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On January 27, 1999, Ensec International, Inc. (the
"Registrant") appointed the accounting firm of Rothstein, Kass & Company, P.C.
of New York, New York, as principal independent accountants for the fiscal year
ended December 31, 1998 to replace Grant Thornton, LLP who were dismissed as
principal independent accountants effective with such appointment. The
Registrant's Board of Directors approved the decision to dismiss Grant Thornton,
LLP and appoint Rothstein, Kass & Company, P.C.
(b) During the two most recent fiscal years and interim period
subsequent through January 26, 1999, there have been no disagreements with
Grant Thornton, LLP on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure or any other
reportable events.
(c) Grant Thornton, LLP's report on the financial statements
for the past two years contained no adverse opinion or disclaimer of opinion and
was not qualified or modified as to uncertainty, audit scope or accounting
principles, except that their report dated April 8, 1998 in the Registrant's
Form 10-KSB for the fiscal year ended December 31, 1997 was qualified expressing
substantial doubt about the Registrant's ability to continue as a going concern.
(d) The Registrant has provided Grant Thornton, LLP with a
copy of this disclosure, and requested that Grant Thornton, LLP furnish a letter
to the Commission stating whether it agrees with the above statements. (A copy
of that letter is filed as Exhibit 16 to this Form 8-K).
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a), (b) Financial Statements - None.
(c) Exhibits
16. Letter from Grant Thornton, LLP dated February 3, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: February 3, 1999
ENSEC INTERNATIONAL, INC.
By: /s/ CHARLES N. FINKEL
------------------------------------------
Charles N. Finkel
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
No. Exhibit
16 Letter from Grant Thornton, LLP dated February 3, 1999
[GRANT THORNTON, LLP LETTERHEAD]
February 3, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Re: Ensec International, Inc.
File No. 0-21361
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Ensec International, Inc., dated February
3, 1999, and agree with the statements contained therein.
Very truly yours,
/s/ Grant Thornton, LLP
