Attached files
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| EX-16.1 - EXHIBIT 16.1 - PROSPER MARKETPLACE, INC | exhibit16d1.htm |
UNITED
STATES
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): December 4, 2009
PROSPER
MARKETPLACE, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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333-147019
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73-1733867
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(State
or incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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111
Sutter Street, 22nd Floor
San
Francisco, CA 94104
(Address
of principal executive offices)(Zip Code)
(415)
593-5400
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01 Changes in Registrant’s Certifying Accountant.
The
reports of Ernst & Young on the consolidated financial statements for the
Company for each of the two most recent fiscal years ending December 31, 2008
and 2007 and all subsequent interim periods did not contain an adverse opinion
or a disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
During
the Company's two most recent fiscal years and the subsequent interim periods
through the date of dismissal, there were no disagreements with Ernst &
Young on any matters of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which, if not resolved to the
satisfaction of Ernst & Young, would have caused it to make reference to the
subject matter of the disagreements in connection with its reports on the
financial statements for those periods. For the years ended December
31, 2008 and 2007, and through the date of this Form 8-K, there were no “reportable events” as that
term is described in Item 304(a)(1)(v) of Regulation S-K.
During
the fiscal years ended December 30, 2008 and 2007 and through the date of this
Form 8-K, neither the Company, nor anyone acting on its behalf, consulted with
OUM with respect to the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
would have been rendered on the Company’s consolidated financial statements, or
any matters that were either the subject of a disagreement (as that term is used
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K) or a reportable event (as described in
Item 304(a)(1)(v) of Regulation S-K). Prior to the Company’s engagement of
OUM, OUM did not provide the Company with either written or oral advice that was
an important factor considered by the Company in reaching a decision to dismiss
Ernst & Young as its independent registered public accounting
firm.
The
Company provided Ernst & Young with a copy of the foregoing disclosures on
this Form 8-K and requested that Ernst & Young furnish the Company with a
letter addressed to the Securities Exchange Commission stating whether it agrees
with the above statements, and if not, stating the respects in which it does not
agree. The Company has received the requested letter from Ernst & Young
stating that it does agree, and a copy is filed as Exhibit 16.1 to this Form
8-K.
2
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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The
following exhibits are filed
herewith:
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Exhibit
No.
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Description
of Document
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16.1
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Letter
of Ernst & Young L.L.P. to the Securities and Exchange Commission,
dated December 4, 2009
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3
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, thereunto
duly authorized.
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Dated: December
4, 2009
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PROSPER
MARKETPLACE, INC.
(Registrant)
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||
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By:
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/s/
Christian A. Larsen
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Christian
A. Larsen
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Chief
Executive Officer
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4
Exhibit
Index
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Exhibit
No.
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Description
of Document
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16.1
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Letter
of Ernst & Young L.L.P. to the Securities and Exchange Commission,
dated December 4, 2009
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5