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): February 26,
2009
THESTREET.COM,
INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or other jurisdiction of incorporation)
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0-25779 |
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06-1515824 |
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(Commission
File Number)
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(IRS
Employer Identification No.)
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14
WALL STREET, 15TH
FLOOR
NEW
YORK, NEW YORK 10005
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 321-5000
NA
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
r
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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r
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01 Changes
in Registrant’s Certifying Accountants
On
February 26, 2009, the Audit Committee of the Board of Directors of
TheStreet.com, Inc. (the "Company") notified Marcum & Kliegman LLP
("M&K") that the Company would not re-engage M&K as the Company's
independent registered public accounting firm ("auditors"). On February 26,
2009, the Audit Committee of the Board of Directors of the Company approved the
appointment of KPMG LLP ("KPMG") as its auditors for the year ending December
31, 2009. The decision not to re-engage M&K and to select KPMG was the
result of having undertaken our policy-mandated periodic RFP process conducted
by the Audit Committee of the Board of Directors of the Company in the ordinary
course of business.
The
report of M&K on the Company’s consolidated financial statements for the
fiscal year ended December 31, 2008 has not been issued. An updated Form 8-K
will be issued by the Company when M&K issues its audit report for the
fiscal year ended December 31, 2008. The report of M&K on the consolidated
financial statements for the fiscal year ended December 31, 2007 and 2006 did
not contain an adverse opinion or disclaimer of opinion, and was not qualified
or modified as to uncertainty, audit scope, or accounting principles. In
addition, the reports of M&K on the effectiveness of internal controls over
financial reporting as of December 31, 2007 and 2006 did not contain an adverse
opinion or disclaimer of opinion, and was not qualified or modified as to audit
scope. There were no "disagreements" (as such term is used in Item 304
(a)(1)(iv) of Regulation S-K) with M&K at any time during the periods
described above regarding any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure that, if not
resolved to the satisfaction of M&K, would have caused it to make reference
to the subject matter of the disagreement in connection with its
reports.
In
addition, during the same periods, no "reportable events" (as such term is
defined in Item 304(a)(1)(v) of Regulation S-K) arose in the context of the
Company’s relationship with M&K.
The
Company has provided M&K with a copy of the disclosures contained in this
Current Report on Form 8-K prior to its filing with the Securities and Exchange
Commission ("SEC"), and requested that they furnish the Company with a letter
addressed to the SEC stating whether they agree with such disclosures, and if
not, stating the aspects with which they do not agree. A copy of the letter
provided by M&K dated March 2, 2009 is attached hereto as Exhibit
16.1.
During
the periods described above prior to engaging KPMG, the Company did not consult
KPMG regarding either: (i) 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 financial statements, and KPMG
did not provide either a written report or oral advice to the Company that KPMG
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement or a reportable
event.
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
Exhibit
Number
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Description
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16.1
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Letter
from Marcum & Kliegman LLP to Securities and Exchange
Commission
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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.
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THESTREET.COM,
INC. (Registrant) |
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March
4, 2009
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By: |
/s/ Thomas J. Clarke,
Jr.
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Date
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Thomas
J. Clarke, Jr.
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EXHIBIT
INDEX
Exhibit
Number
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Description
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16.1
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Letter
from Marcum & Kliegman LLP to Securities and Exchange
Commission
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