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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 20, 2000
RATEXCHANGE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 001-15831 11-2936371
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
185 BERRY STREET, SUITE 3515, SAN FRANCISCO, CALIFORNIA 94107
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (415) 371-9800
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a) Previous Independent Accountants.
(i) On July 20, 2000, RateXchange Corporation dismissed the accounting
firm of Crouch, Bierwolf & Chisholm as its independent accountants.
(ii) Crouch, Bierwolf & Chisholm's reports on RateXchange Corporation's
financial statements for the past two fiscal years have contained no adverse
opinions or disclaimers of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except for the report on the
1999 audited financial statements which included a qualification regarding the
Company's ability to continue as a going concern.
(iii) RateXchange Corporation's Audit Committee approved the decision to
change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years
and through July 20, 2000, there have been no disagreements between RateXchange
Corporation and Crouch, Bierwolf & Chisholm 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 Crouch,
Bierwolf & Chisholm, would have caused it to make reference thereto in its
reports on the financial statements for such years.
(v) During the two most recent fiscal years and through July 20, 2000,
there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(vi) Crouch, Bierwolf & Chisholm has furnished RateXchange Corporation
with a copy of a letter addressed to the Securities and Exchange Commission
stating that it agrees with the above statements. A copy of this letter is filed
as Exhibit 16.1 to this Form 8-K.
(b) New Independent Accountants.
(i) On July 20, 2000, RateXchange Corporation engaged Arthur Andersen,
L.L.P. as its new independent accountants.
(ii) Prior to July 20, 2000, RateXchange Corporation had not consulted
with Arthur Andersen, L.L.P. on items which involved the Company's accounting
principles or the type of audit opinion to be issued on the Company's financial
statements, but did discuss with Arthur Andersen, L.L.P. its engagement fees and
standard engagement terms for serving as RateXchange Corporation's auditors.
ITEM 7. EXHIBITS
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<CAPTION>
Exhibit Number Description
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<S> <C>
16.1 Letter from Crouch, Bierwolf & Chisholm to the Securities and
Exchange Commission
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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.
RATEXCHANGE CORPORATION
Date: July 27, 2000 By: /s/ PHILIP R. RICE
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Philip R. Rice
Executive Vice President and
Chief Financial Officer
