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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): June 30, 2000
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Razorfish, Inc.
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(exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 000-25847 13-3804503
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(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
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32 Mercer Street, New York, New York 10013
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(Address of principal executive offices) (zip code)
Registrant's Telephone Number, including Area Code: (212) 966-5960
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N/A
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(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
On June 23, 2000, PricewaterhouseCoopers LLP ("PWC") resigned its position
as Razorfish, Inc.'s ("Razorfish") independent certified public accountant.
PWC's decision to resign was due to a conflict with a Securities and Exchange
Commission rule requiring that a partner of an accounting firm who has a close
relative that holds an important position with an audit client be geographically
separated from the relative and from the engagement team by at least 500 miles
to mitigate a presumption of impairment of independence. The conflict exists
because the father of John Roberts, Jr., Razorfish's Chief Financial Officer
since April 24, 2000, is a partner in the New York office of PWC. PWC had
applied to the SEC for relief from this rule, but such relief was not granted.
The reports of PWC on Razorfish's financial statements for the fiscal year
ended December 31, 1999, the only fiscal year for which PWC served as
Razorfish's auditor, 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 most recent fiscal year and subsequent
interim periods, there were no disagreements with PWC 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
PWC would have caused it to make reference to such disagreement in its reports.
Razorfish requested that PWC furnish it with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A copy of such
letter, dated June 30, 2000, is filed as Exhibit 16 to this Form 8-K.
Item 5. Other Events
Not applicable.
Item 6. Resignation of Registrant's Directors
Not applicable.
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Item 7. Financial Statements and Exhibits
c) Exhibits
16 Letter from PWC dated June 30, 2000 addressed to the Securities and
Exchange Commission in compliance with Item 304 of Regulation S-K.
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
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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: June 30, 2000 By: /s/Jeffrey A. Dachis
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Name: Jeffrey A. Dachis
Title: Chief Executive Officer
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INDEX TO EXHIBITS
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Exhibit No. Description
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16 Letter from PricewaterhouseCoopers LLP dated June 30, 2000
addressed to the Securities and Exchange Commission in compliance
with Item 304 of Regulation S-K.
