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: June 15, 2004

(Date of earliest event reported)

 

TROY GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-24413

 

33-0807798

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

2331 South Pullman Street, Santa Ana, California  92705

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:  (949) 250-3280

 

 



 

Item 4.               Changes in Registrant’s Certifying Accountant

 

On June 16, 2004, the Audit Committee of the Board of Directors of the Registrant approved a change in auditors.  The Committee selected Corbin & Company LLP to replace BDO Seidman, LLP (“BDO Seidman”), who resigned effective June 15, 2004.

 

On March 22, 2004, the Registrant formally engaged BDO Seidman to serve as its independent accountants for the fiscal year ending November 30, 2004.  BDO Seidman has not issued an opinion on the consolidated financial statements of the Registrant and its subsidiaries.  The reports issued by the Registrant’s then current independent auditors on its consolidated financial statements for the fiscal years ended November 30, 2003 and November 30, 2002, contained no adverse opinions, disclaimer of opinion or qualification or modification as to uncertainty, audit scope or accounting principles.

 

During the period from March 22, 2004 through June 15, 2004, (i) there were no disagreements between the Registrant and BDO Seidman on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure within the meaning of Item 304(a)(1)(iv) of Regulation S-K and (ii) there were no reportable event described in Item 304(a)(1)(v) of Regulation S-K.

 

The Registrant has provided BDO Seidman with a copy of the disclosures contained herein and has filed as an exhibit hereto the response of BDO Seidman to such disclosures.

 

The Registrant did not consult with Corbin & Company LLP during the fiscal years ended November 30, 2003 and November 30, 2002 and the subsequent interim period, with respect to 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, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

 

Item 7.

Financial Statements and Exhibits

 

 

 

(c)

Exhibits

 

 

 

 

16

Letter from BDO Seidman, LLP, the Registrant’s former independent accountants.

 

 

 

 

99.1

Press Release dated June 16, 2004

 

2



 

SIGNATURE

 

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.

 

Dated:  June 18, 2004.

 

 

TROY GROUP, INC.

 

 

 

 

 

By

/s/Patrick J. Dirk

 

 

Patrick J. Dirk

 

 

Chief Executive Officer

 

3



 

INDEX TO EXHIBITS

 

Exhibit
Number

 

Description

 

 

 

16

 

Letter from BDO Seidman, LLP, the Registrant’s former independent accountants.

 

 

 

99.1

 

Press Release dated June 16, 2004

 

4