SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) March 5, 2002
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THESTREET.COM, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-025779 06-1515824
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
14 Wall Street, New York, New York 10005
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 321-5000
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None
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(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes In Registrant's Certifying Accountant.
The Audit Committee of the Board of Directors of TheStreet.com, Inc.
("TheStreet.com" or the "Company") considers and recommends to the Board the
selection of TheStreet.com's independent public accountants. The final
selection, which is made by the Board, is subject to ratification by
stockholders at the Company's annual meeting. At an Audit Committee meeting on
February 12, 2002, the committee voted to put into review the Company's
selection of independent public accountants for 2002. The Company invited four
firms, including Arthur Andersen LLP ("Andersen"), the Company's current
accountants, to participate. On March 5, 2002, prior to its scheduled
participation in the review, Andersen informed TheStreet.com that it was
resigning its engagement, effective upon completion of the 2001 audit and filing
of the related Annual Report on Form 10-K. Attached as Exhibit 16.1 is a copy of
Andersen's letter to TheStreet.com dated March 5, 2002 informing TheStreet.com
of its resignation. Attached as Exhibit 16.2 is a copy of TheStreet.com's letter
to Andersen in response, dated March 6, 2002. As recommended by the Audit
Committee, TheStreet.com's Board of Directors on March 12, 2002 engaged Ernst &
Young LLP to serve as TheStreet.com's independent public accountants for 2002.
The appointment of Ernst & Young LLP is subject to ratification by
TheStreet.com's stockholders at the 2002 annual meeting scheduled for May 29,
2002.
Andersen's reports on TheStreet.com's consolidated financial statements
for the past two years did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles. Andersen's report on TheStreet.com's consolidated
financial statements for 2001 has not yet been issued, but is expected to be
issued on an unqualified basis later this month in conjunction with the filing
of TheStreet.com's Annual Report on Form 10-K.
During TheStreet.com's two most recent fiscal years and through the
date of this Form 8-K, there were no disagreements with Andersen on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Andersen's satisfaction,
would have caused Andersen to make reference to the subject matter in connection
with its report on TheStreet.com's consolidated financial statements for such
years; and there were no reportable events, as listed in Item 304(a)(1)(v) of
Regulation S-K.
TheStreet.com has provided Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16.3 is a copy of Andersen's letter to the
Securities and Exchange Commission, dated March 12, 2002, stating its agreement
with such statements.
During TheStreet.com's two most recent fiscal years and through the
date of this Form 8-K, TheStreet.com did not consult Ernst & Young 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 TheStreet.com's consolidated financial statements, or any other
matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation
S-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed with this document:
16.1 Letter from Arthur Andersen LLP to TheStreet.com dated March 5, 2002
16.2 Letter from TheStreet.com to Arthur Andersen LLP dated March 6, 2002
16.3 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated March 12, 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.
THESTREET.COM, INC.
Dated: March 12, 2002 By: /s/ Thomas J. Clarke
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Thomas J. Clarke
Chairman and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter from Arthur Andersen LLP to TheStreet.com dated
March 5, 2002
16.2 Letter from TheStreet.com to Arthur Andersen LLP dated
March 6, 2002
16.3 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated March 12, 2002