MACE SECURITY INTERNATIONAL INC
8-K, 1997-09-05
INDUSTRIAL ORGANIC CHEMICALS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                        UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Date of Report: September 4, 1997
                        (Date of Earliest Event Reported)

                        MACE SECURITY INTERNATIONAL, INC.
                        ---------------------------------
             (Exact name of Registrant as Specified in its Charter)

                                    Delaware
                                    --------
                            (State of Incorporation)

                                    69270-NY
                                    --------
                            (Commission File Number)

                                   03-0311630
                                   ----------
                        (IRS Employer Identification No.)

                    160 Benmont Avenue, Bennington, VT 05201
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                                 (802) 447-1503
                                 --------------
                         (Registrant's Telephone Number)
<PAGE>

Items 1-3 Not Applicable.

Item 4 On August 13, 1997, at the direction of its board of directors, the
Company advised Coopers & Lybrand, LLP ("Coopers") that due to cost containment
efforts, its engagement of Coopers as its independent public accountants was
terminated, subject to ratification by the Company's shareholders. The Company's
board of directors also decided to engage Urbach, Kahn & Werlin, PC as its new
independent public accountants, to be finally effective upon shareholder
approval.

      Since the Company's decision to dismiss Coopers was based solely on cost
considerations and there were no disagreements, as that term is defined in Item
304 of Regulation S-K, no further information is required to be provided in
accordance with Regulation S-K.

Item 5 Not Applicable.

Item 6 Not Applicable.

Item 7 Financial Statements and Exhibits.

            (a),(b) Not Applicable.

            (c) Exhibits

            16. Letter to Coopers & Lybrand, LLP from Company confirming
termination of engagement.

            99.1 Letter to Securities and Exchange Commission from Coopers &
Lybrand, LLP dated August 29, 1997 concerning Report on Form 8-K reporting its
termination of engagement.

Item 8. Not applicable.
<PAGE>

                                   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.

Date:  September 4, 1997            MACE SECURITY INTERNATIONAL, INC.


                                    by: /s/ Timothy D. Smith
                                       -------------------------------------
                                    Timothy D. Smith
                                    Principal Financial Officer



                   [LETTERHEAD OF MACE SECURITY INTERNATIONAL]


                                August 13, 1997

David J. Grand
Cooper & Lybrand L.L.P
80 State Street
Albany, New York 12207

      RE: Mace Security International, Inc.

Dear David:

      By action of the Board of Directors, the firm of Urbach Kahn & Werlin PC
has been appointed auditors of Mace Security International, Inc.

      To facilitate transition and to permit Urbach Kahn & Werlin PC to complete
their client acceptance review, we authorize you to speak with Urbach Kahn &
Werlin PC with regard to all matters.

                                          Sincerely,


                                          /s/ Jon E. Goodrich

                                          Jon E. Goodrich
                                          Chief Executive Officer and President

:bls


                    [LETTERHEAD OF COOPERS & LYBRAND L.L.P.]

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

                                                August 29, 1997


Gentlemen: 

We have read the statements made by Mace Security International, Inc. (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month of
August 31, 1997. We agree with the statements concerning our Firm in such Form
8-K.

            Very truly yours,


                  /s/ Coopers & Lybrand L.L.P.



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