UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
December 15, 2008
NAPCO SECURITY SYSTEMS, INC.
(Exact name of registrant as specified in charter)
Delaware 0-10004 11-2277818
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(State or other (Commission File No.) (IRS Employer
jurisdiction Identification No.)
of incorporation)
333 Bayview Avenue, Amityville, New York 11701
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(Address of principal executive offices)
Registrant's telephone number, including area code: (631) 842-9400
Check the appropriate box below if the Form 8-K filing is intended to 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))
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 15, 2008, the Registrant engaged Holtz Rubenstein Reminick LLP ("New
Accountant") as the Registrant's principal independent accountants to audit its
financial statements, replacing Marcum & Kliegman LLP (the "Former Accountants")
as the Registrant's independent auditors, who were dismissed on the same day.
The change was approved by the Audit Committee of Registrant's Board of
Directors. The Registrant has not consulted with Holtz Rubenstein Reminick LLP
during its two most recent fiscal years nor during any subsequent interim period
prior to its appointment as auditor for the fiscal year 2009 audit regarding the
application of accounting principles to a specified transaction either completed
or proposed, or the type of audit opinion that might be rendered on the
Registrant's consolidated financial statements.
The Former Accountants' reports on the Registrant's financial statements for
fiscal 2007 and 2008 did not contain any adverse opinion or disclaimer of
opinion and was not qualified as to uncertainty, audit scope or accounting
principles.
The Former Accountants were engaged as the Registrant's independent accountants
on December 15, 2003.
During the Registrant's fiscal year ended June 30, 2008, and any subsequent
interim period, there were no disagreements between the Registrant and the
Former Accountants on any matter of accounting principles or practices,
financial statement disclosures or auditing scope or procedures.
During the Registrant's fiscal year ending June 30, 2007, there were
disagreements between the Registrant and the Former Accountants relating to
Management's estimate of the reserve required for slow-moving or obsolete
inventory, reclassification of certain inventories to non-current and
management's estimates used to capitalize certain indirect labor costs into
inventory. All of the foregoing disagreements were resolved to the Former
Accountants' satisfaction.
As reported in the Auditors Report on Internal Controls over Financial
Reporting included in the Registrant's Forms 10-K for the fiscal years ended
June 30, 2007 and 2008, the Former Accountants advised the Registrant that
certain of its internal controls over financial reporting were not effective.
The Registrant's Audit Committee discussed the subject matter of each of the
above with the Former Accountant.
The Registrant has authorized the Former Accountants to respond fully to the New
Accountants concerning the subject matter of each of the above.
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The Registrant has requested Former Accountants to provide the Registrant with a
letter addressed to the Commission stating whether it agrees or disagrees with
the statements contained herein and that letter is included as an exhibit
hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
Exhibit 16.01 - Letter of Marcum & Kliegman LLP dated
December 19, 2008.
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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 thereunder duly authorized.
NAPCO SECURITY SYSTEMS, INC.
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(Registrant)
Date: December 19, 2008 By: /s/ Kevin S. Buchel
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Name: Kevin S. Buchel
Title: Senior Vice President of
Operations and Finance
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