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): May 30, 2002
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Predictive Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-30422 13-3808483
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
19 West 44th Street, New York, NY 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-659-3400
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(Former name or former address, if changed since last report.)
Item 4. Change in Registrant's Certifying Accountant.
(a) Previous independent accountants.
(i) Arthur Andersen LLP is currently the principal accountants
for Predictive Systems, Inc. (the "Registrant"). On May 30, 2002, we dismissed
Arthur Andersen LLP's as our principal accountants. On May 30, 2002, Deloitte &
Touche LLP was retained, to serve as the Registrant's principal accountants
effective for the fiscal year commencing January 1, 2002. The audit committee of
our board of directors participated in and approved the decision to change
independent accountants.
(ii) The reports of Arthur Andersen LLP on the financial
statements for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
(iii) In connection with its audits for the two most recent
fiscal years and through May 30, 2002, there have been no disagreements with
Arthur Andersen LLP 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 Arthur Andersen LLP would
have caused them to make reference thereto in their report on financial
statements for such years.
(iv) During the two most recent fiscal years and through May
30, 2002, there have been no reportable events as defined in Regulation S-K,
Item 304(a)(1)(v).
(v) We have requested that Arthur Andersen LLP furnish a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of such letter, dated June 3,
2002 is filed as appendix 16.1 to this Form 8-K.
(b) New independent accountants.
(i) Effective May 30, 2002, we retained Deloitte & Touche to
perform the audit of our financial statements for the fiscal year ending
December 31, 2002. During the two most recent fiscal years and through May 30,
2002, we have not consulted with Deloitte & Touche, regarding (i) either: the
application of accounting principles to a specific transaction, either completed
or proposed; or the type of audit opinion that might be rendered on our
financial statements, and either a written report was provided to us or oral
advice was provided that Deloitte & Touche concluded was an important factor
that we considered in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was either the subject of a
disagreement or reportable event with Arthur Andersen LLP as described in
Regulation S-K, item 304(a)(2). During the two most recent fiscal years and
through May 30, 2002, Deloitte & Touche has provided certain transaction support
services, which primarily consisted of due diligence services.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
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16.1 Letter dated as of June 3, 2002 from Arthur Andersen LLP
to the Securities and Exchange Commission regarding change
in certifying accountant.
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.
PREDICTIVE SYSTEMS, INC.
Dated: June 4, 2002
By: /s/ Andrew Zimmerman
Name: Andrew Zimmerman
Title: CEO
EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter dated as of June 3, 2002 from Arthur Andersen LLP
to the Securities and Exchange Commission regarding change
in certifying accountant.