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: ~~May~~ 26June 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

TROY GROUP, INC.

~~Item~~(Exact 5.name ~~Other~~of ~~Events~~registrant as specified in its charter)

TROY Group, Inc. (the “Company”) today announced that it has entered into an Agreement and Plan of Merger, dated as of May 26, 2004 (the “Merger Agreement”), which sets forth the terms and conditions of the proposed acquisition (the “Merger”) of the Company by Dirk, Inc., a Delaware corporation (“Dirk, Inc.”), controlled by Patrick Dirk, the founder of the Company, and his family members.

Delaware		000-24413		33-0807798
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~Under the terms of the~~2331 ~~Merger~~South ~~Agreement,~~Pullman ~~stockholders of the Company (other than Dirk~~Street, ~~Inc.~~Santa ~~and the Dirk family members) will receive $3.06 per share~~Ana, ~~in cash, for each~~California outstanding share of Company common stock owned by such stockholders. The transaction is structured as a forward merger in which Dirk, Inc. will merge with and into the Company, with the Company continuing as the surviving corporation. The board of directors of both the Company and Dirk, Inc. have unanimously approved the Merger Agreement and the Merger. In the case of the Company’s Board, the approval follows the unanimous recommendation of a special committee of outside directors of the Company that was formed to evaluate and respond to the Dirks’ original proposal.92705

~~The Company expects the merger to close in August 2004. The Merger is subject to~~ (i)Address ~~approval by the holders~~ of aprincipal ~~majority of~~executive ~~the outstanding shares of the Company’s common stock which are outstanding as of the record date for the special meeting of the Company’s stockholders to be called to consider the Merger, (ii~~offices) ~~the completion of the financing arrangements necessary to consummate the Merger, and~~ (~~iii)~~Zip ~~certain other closing conditions.~~Code)

~~Attached~~Registrant’s ~~and~~telephone ~~incorporated herein by reference in their entirety as Exhibits 2.1 and 99.1 are copies of~~number, ~~respectively,~~ ~~the~~including ~~Merger Agreement and the press release announcing the~~area ~~proposed acquisition.~~code: (949) 250-3280

Item 7.	Financial Statements and Exhibits
	(c)	Exhibits
	2.1	Agreement and Plan of Merger, dated as of May 26, 2004, by and between Troy Group, Inc. and Dirk, Inc.
	99.1	Press Release dated May 26, 2004

Item 4. Changes in Registrant’s Certifying Accountant

2On 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.

~~SIGNATURE~~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.

~~Pursuant~~During to the period from March 22, 2004 through June 15, 2004, ~~requirements~~(i) ofthere were no disagreements between the ~~Securities~~Registrant ~~Exchange~~and ~~Act~~BDO Seidman on any matter of ~~1934~~accounting principles or practices, ~~the~~financial ~~registrant~~statement ~~has~~disclosure ~~duly~~or ~~caused~~auditing ~~this~~scope ~~report~~or toprocedure bewithin ~~signed~~the onmeaning ~~its~~of ~~behalf~~Item by304(a)(1)(iv) ~~the~~of Regulation ~~undersigned~~S-K ~~hereunto~~and ~~duly~~(ii) there were no reportable event described in ~~authorized~~Item 304(a)(1)(v) of Regulation S-K.

~~Dated: May~~The ~~26,~~Registrant ~~2004~~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.

~~TROY~~The ~~GROUP~~Registrant did not consult with Corbin & Company LLP during the fiscal years ended November 30, ~~INC.~~2003 Byand /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/ ~~Patrick~~consolidated J.financial statements, ~~Dirk~~or ~~Patrick~~any J.other ~~Dirk~~matters ~~Chief~~or ~~Executive~~reportable ~~Officer~~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

~~INDEX TO EXHIBITS~~2

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of May 26, 2004, by and between Troy Group, Inc. and Dirk, Inc.
99.1		Press Release dated May 26, 2004

SIGNATURE

4Pursuant 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

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

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