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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
APRIL 11, 2001
(Date of report)
STUDENT ADVANTAGE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
0-26074 04-3263743
(Commission File Number) (IRS Employer Identification No.)
280 SUMMER STREET
BOSTON, MA 02210
(Address of principal executive offices)
(617) 912-2000
(Registrant's telephone number, including area code)
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Item 4. Change in Registrant's Certifying Accountant
A. Dismissal of Independent Accountant
1. The Registrant, Student Advantage, Inc., has dismissed the firm of
PricewaterhouseCoopers LLP ("PWC") as its independent accountants,
effective April 11, 2001.
2. PWC's reports on the Registrant's financial statements for each of the
last two years did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope,
or accounting principles.
3. The decision to dismiss PWC was recommended by management and the
Registrant's Audit Committee and was approved by the Board of Directors.
4. During the Registrant's two most recent fiscal years and through April
11, 2001, there were no disagreements with PWC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreement(s), if not resoled to the satisfaction of
PWC, would have caused it to make a reference to the subject matter of the
disagreement(s) in connection with its reports.
5. During the Registrant's two most recent fiscal years and through April
11, 2001, there have been no "reportable events" as defined in Item
304(a)(v) of Regulation S-K.
B. Engagement of New Independent Accountant
1. The Registrant has engaged Arthur Andersen LLP independent accountant,
as the principal accountant to audit the consolidated financial statements
of the Registrant, effective April 11, 2001.
2. During the two most recent fiscal years and during the interim period
prior to engaging Arthur Andersen LLP, neither the Registrant nor anyone on
its behalf consulted Arthur Andersen LLP regarding either: (a) 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 financial statements, and neither a written report was
provided to the Registrant nor oral advice was provided that Arthur
Andersen LLP concluded was an important factor considered by the Registrant
in reaching a decision as to the accounting, auditing or financial
reporting issue; or (b) any matter that was the subject of either a
disagreement or an event described in section A above.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
(1) Letter from PricewaterhouseCoopers LLP pursuant to Item 304(a)(3) of
Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Student Advantage, Inc.
(Registrant)
Dated: April 13, 2001 By: /s/ Kenneth S. Goldman
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Kenneth S. Goldman, Executive Vice
President, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting
Officer)
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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16 Letter from PricewaterhouseCoopers LLP