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) June 6, 2002
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PubliCARD, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
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(State or Other Jurisdiction of Incorporation)
0-29794 23-0991870
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(Commission File Number) (I.R.S. Employer Identification No.)
620 Fifth Avenue, 7th Floor,
New York, NY 10020
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 651-3102
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Item 4. Changes in Registrant's Certifying Accountant.
On June 5, 2002, the Board of Directors of PubliCARD, Inc. (the
"Company"), upon the recommendation of its Audit Committee, decided that
effective June 5, 2002 the Company would no longer engage Arthur Andersen LLP
("Arthur Andersen") as the Company's independent public accountants and that as
of June 6, 2002 Deloitte & Touche LLP, certified public accountants, would be
appointed as the Company's independent public accountants for 2002, subject to
ratification by stockholders.
The report of Arthur Andersen on the Company's consolidated
financial statements for the fiscal year ended December 31, 2001 contained an
unqualified opinion that raised substantial doubt about the Company's ability to
continue as a going concern. The Company has incurred substantial operating
losses and will require additional capital to meets its obligations and
accomplish its business plan. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. The report
does not contain any disclaimer or any qualification as to audit scope or
accounting principles. The report of Arthur Andersen on the Company's
consolidated financials statements for the year ended December 31, 2000 did not
contain an adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principles.
During the Company's two most recent fiscal years and through June 5,
2002, there were no disagreements with Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Arthur Andersen's satisfaction,
would have caused it to make reference thereto in connection with its report on
the Company's consolidated financial statements for such years; and there were
no reportable events as such term is used in Item 304(a) (1) (v) of Regulation
S-K.
The Company provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter to the
Securities and Exchange Commission dated June 6, 2002, stating its agreement
with such statements.
During the Company's two most recent fiscal years and through June 6,
2002, the Company did not consult Deloitte & Touche LLP 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 Company'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
Exhibit 16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated June 6, 2002
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.
PubliCARD, Inc.
Date: June 7, 2002 /s/ Antonio L. DeLise
Antonio L. DeLise, PRESIDENT,
CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER
EXHIBIT INDEX
Exhibit
Number Description
16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated June 6, 2002