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) July 25, 2002
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STUDENT ADVANTAGE, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-26074 04-3263743
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
280 Summer Street, Boston, MA 02210
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 912-2000
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
B. Engagement of New Independent Accountant
On July 19, 2002 and as recommended and approved by the Audit Committee of
the Board of Directors of the Company per its resolution on June 19, 2002, the
Company engaged ERNST & YOUNG LLP ("E&Y"), independent accountant, as the
principal accountant to audit the consolidated financial statements of the
Company for the fiscal year ending December 31, 2002. E&Y will replace the firm
of Arthur Andersen LLP, who were dismissed as auditors of the Company effective
June 27, 2002.
During the years ended December 31, 2000 and December 31, 2001 and during
the interim period prior to engaging E&Y, neither the Company nor anyone on its
behalf consulted E&Y regarding either 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
neither a written report was provided to the Company nor oral advice was
provided that E&Y concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting issue
or any matter that was the subject of either a disagreement or a "reportable
event" as defined in Item 304(a)(v) of Regulation S-K.
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)
Date: July 25, 2002 By: /s/ Kenneth S. Goldman
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Kenneth S. Goldman, Executive Vice
President and Chief Financial Officer
(Principal Financial and Accounting
Officer)