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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): November 23, 1999
Razorfish, Inc.
(exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 000-25847 13-3804503
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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107 Grand Street, 3rd Floor, New York, New York 10013
(Address of principal executive offices) (zip code)
Registrant's Telephone Number, including Area Code: (212) 966-5960
N/A
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisitions or Disposition of Assets
Not applicable.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
a) On November 23, 1999, Razorfish, Inc. ("Razorfish") dismissed Arthur
Andersen LLP ("Andersen") as its independent certified public accountant. The
reports of Andersen on Razorfish's financial statements for the fiscal years
ended December 31, 1998 and 1997 did not contain an adverse opinion, or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. During Razorfish's two most recent fiscal
years and subsequent interim periods, there were no disagreements with Andersen
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which disagreements, if not resolved
to the satisfaction of Andersen would have caused it to make reference to such
disagreement in its reports. The Audit Committee of Razorfish's Board of
Directors recommended the change of accountants and that action was approved by
the Board of Directors of Razorfish.
b) Razorfish solicited proposals from various accounting firms,
including Andersen and following review of such proposals, engaged
PricewaterhouseCoopers LLP ("PWC") to act as Razorfish's independent certified
public accountant effective November 23, 1999. During the two most recent fiscal
years and subsequent interim periods, Razorfish has not consulted PWC regarding
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
Razorfish's financial statements, or any matter that was the subject of a
disagreement or a reportable event.
Item 5. Other Events
Not applicable.
Item 6. Resignation of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
c) Exhibits
As permitted pursuant to Item 304(a) of Regulation S-K, within 10
business days hereof, but no later than 2 business days after receipt, the
Registrant will file the appropriate letter from Andersen as Exhibit 16.1 by
amendment.
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Item 8. Change in Fiscal Year
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
RAZORFISH, INC.
(Registrant)
Dated: December 1, 1999 By: /s/ Michael S. Simon
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Name: Michael S. Simon
Title: Executive Vice President, Business
Affairs and General Counsel
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