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): January 19, 2004
PATRON SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 0-25675 74-3055158
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
THE OAKS - WINDSOR LODGE, 51 MACEWEN DRIVE, UNIT #6, OSPREY, FL 34229
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (941) 966-7800
311 BELLE FORET DRIVE, SUITE 150 LAKE BLUFF, IL 60044
(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On January 19, 2004, Patron Systems, Inc. (the "Registrant"), received
notification from Grant Thornton LLP of its decision to resign as the
Registrant's independent public accountants, effective immediately. Patron is in
the process of negotiating certain aspects of Grant Thornton's resignation and
will file an amended Current Report on Form 8-K once these discussions are
completed.
ITEM 5. OTHER EVENTS
On January 21, 2004, Patrick J. Allin resigned as Chief Executive Officer
and Acting Chief Financial Officer of the Registrant. The resignation was made
due to delayed funding of the Registrant. Mr. Allin has agreed to return to the
Company once funding is received.
While written funding commitments have been successively renewed by
InterCap Group, LLC, in addition to oral commitments made Friday, January 23,
2004, funding has not been received to date and, accordingly, the Company cannot
assure that such funding will be received.
ITEM 6. RESIGNATION OF DIRECTOR.
On January 21, 2004, Patrick J. Allin resigned as Director of the
Registrant. His resignation letter was tendered to the Chairman of Board, Robert
E. Yaw II.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number Description
-------------- ------------------------------------------------------------
17 Letter dated January 21, 2004 from Patrick J. Allin
indicating his resignation as Vice Chairman of the Board of
Directors of the Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PATRON SYSTEMS, INC.
By: /s/ Robert E. Yaw
--------------------------
Robert E. Yaw
Chairman of the Board
Date: January 26, 2004