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):
June 15, 2005
MARVEL ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-13638 13-3711775
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(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
417 Fifth Avenue, New York, New York 10016
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(Address of principal executive offices) (Zip code)
(212) 576-4000
(Registrant's telephone number, including area code)
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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d- 2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.
(1) Dismissal of Previous Independent Registered Public Accounting Firm.
(i) On June 15, 2005, Marvel Enterprises, Inc. (the "Company")
dismissed Ernst & Young LLP ("Ernst & Young") as its independent
registered public accounting firm.
(ii) Ernst & Young's reports on the Company's consolidated financial
statements for the fiscal years ended December 31, 2004 and
December 31, 2003 did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles.
(iii) The decision to dismiss Ernst & Young was made and approved by
the audit committee of the Company's board of directors.
(iv) During the fiscal year ended December 31, 2003, the fiscal year
ended December 31, 2004 and the subsequent interim period from
January 1, 2005 through June 15, 2005, there were no
disagreements with Ernst & Young on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Ernst & Young, would have caused
Ernst & Young to make reference to the subject matter of the
disagreement in its report.
(v) During the Company's two most recent fiscal years and the
subsequent interim period from January 1, 2005 through June 15,
2005, there have been no "reportable events" (as that term is
defined in Item 304(a)(1)(v) of Regulation S-K).
(2) Engagement of New Independent Registered Public Accounting Firm.
On June 20, 2005, the audit committee of the Company's board of
directors engaged PricewaterhouseCoopers LLP ("PwC") as the independent
registered public accounting firm to audit the Company's financial
statements for the year ending December 31, 2005.
During the fiscal year ended December 31, 2003, the fiscal year ended
December 31, 2004 and the subsequent interim period from January 1, 2005
through June 15, 2005, the Company did not consult PwC regarding any of
the matters or events described in Item 304(a)(2) of Regulation S-K.
(3) The Company has provided Ernst & Young with a copy of the foregoing
disclosures, and has requested Ernst & Young to furnish the Company with
a letter addressed to the Securities and Exchange Commission stating
whether it
agrees with the above statements. A copy of Ernst & Young's letter,
dated June 20, 2005, is filed as Exhibit 16 hereto.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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16 Letter of Ernst & Young LLP dated June 20, 2005
re: Company's change in certifying accountant
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.
MARVEL ENTERPRISES, INC.
By: /s/ John Turitzin
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Name: John Turitzin
Title: Executive Vice President
and General Counsel
Date: June 21, 2005