SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 3, 1999
STRATESEC INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-13427 22-2817302
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
105 Carpenter Drive, Suite C
Sterling, Virginia 20164
(Address of principal executive offices, including zip code)
(703) 709-8686
(Registrant's telephone number, including area code)
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STRATESEC INCORPORATED
Item 4. Changes in Registrant's Certifying Accountant
On December 3, 1999, STRATESEC Incorporated (the "Registrant")
dismissed Grant Thornton LLP ("Grant Thornton") as its independent auditors and
appointed Keller, Bruner & Co., LLP ("Keller Bruner") as its independent
auditors for the fiscal year ending December 31, 1999. The decision to dismiss
Grant Thornton and to retain Keller Bruner was recommended by the Registrant's
audit committee and approved by its Board of Directors.
The reports of Grant Thornton as of and for the fiscal years ended
December 31, 1998 and 1997 did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles. During the fiscal years ended December 31, 1998 and 1997,
there were no (i) disagreements between Grant Thornton and the Registrant 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 Grant Thornton, would have caused it to make a reference to the
subject matter of the disagreement in connection with its reports on the
Registrant's financial statements, or (ii) "reportable events" within the
meaning of Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities
Act of 1933, as amended.
On December 7, 1999, the Registrant engaged the certified public
accounting firm of Keller, Bruner & Co., LLP to serve as its principal
independent accounting firm to audit its financial statements for the year ended
December 31, 1999. Prior to the engagement of Keller Bruner, the Registrant did
not consult with such firm on any accounting, auditing or financial reporting
issue.
The Registrant has furnished Grant Thornton with a copy of this report
and has requested it to furnish the Registrant with a letter addressed to the
Securities and Exchange Commission (the "SEC") stating whether it agrees with
the statements made by the Registrant in response to Item 304(a) of Regulation
S-K and, if not, stating the respects in which it does not agree. A copy of
Grant Thornton's letter to the SEC, dated December 9, 1999, is filed as Exhibit
16.1 to this Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits. The following exhibits are filed with this report:
16.1 Letter from Grant Thornton to the SEC regarding the change in
the Registrant's certifying accountant dated December 9, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STRATESEC INCORPORATED
/s/ Wirt D. Walker, III
Wirt D. Walker, III
Chairman aChief Executive Officer
Dated: December 10, 1999
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STRATESEC Incorpated
Exhibit Index
to Form 8-K
Exhibit No. Description
16.1 Letter from Grant Thornton to the SEC regarding the change in the
Registrant's certifying accountant dated December 9, 1999.
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Exhibit 16.1
December 9, 1999
Securities and Exchange Commission
Washington, DC 20549
Re: Stratesec Incorporated
File No. 1-13427
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Stratesec Incorporated dated December 3,
1999, and agree with the statements contained therein, except that we are not in
a position to agree or disagree with the statement that the change was approved
by the registrant's audit committee and Board of Directors.
Very truly yours,
/s/ GRANT THORNTON LLP
