SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-KA
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 15, 2002
RATEXCHANGE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-15831 11-2936371
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
100 Pine Street, Suite 500, San Francisco, California 94111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (415) 274-5650
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
The Audit Committee of the Board of Directors of Ratexchange Corporation
(Ratexchange or the Company) annually considers and recommends to the Board of
Directors the selection of the Company's independent public accountants. As
recommended by Ratexchange's Audit Committee, the Company's Board of Directors
decided to no longer engage Arthur Andersen LLP (Andersen) as Ratexchange's
independent public accountants on April 2, 2002. The Board of Directors engaged
Ernst & Young LLP to serve as the Company's independent public accountants on
April 2, 2002. The appointment of Ernst & Young LLP is subject to ratification
by the Company's stockholders at the 2002 annual meeting scheduled for May 30,
2002.
Andersen's reports on Ratexchange'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 issued an unqualified report dated February 26, 2002 on
Ratexchange's 2001 consolidated financial statements.
During the Company's two most recent fiscal years and through the date of
this report on Form 8-KA, 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 them to make reference to the subject matter in connection
with their report on Ratexchange'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.
Ratexchange provided Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16.2 is a copy of Andersen's letter, dated April 15, 2002,
stating its agreement with such statements.
During Ratexchange's two most recent fiscal years and through the date of
this report on Form 8-KA, Ratexchange 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 Ratexchange'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. EXHIBITS
Exhibit Number Description
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16.2 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission Dated April 15, 2002
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.
RATEXCHANGE CORPORATION
Date: April 15, 2002 By: /s/ D. Jonathan Merriman
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D. Jonathan Merriman
Chairman of the Board and
Chief Executive Officer