8-K 1 a1056820.txt FORM 8-K 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): June 2, 2003 ------------- DICE INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25107 13-3899472 -------------------------------------------------------------------------------- (State of Incorporation) (Commission File Number) (IRS Employer Identification No.)

3 Park Avenue, 33rd Floor, New York, New York 10016 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 725-6550 -------------- Not Applicable -------------- (Former name or former address, if changed since last report) Item 4. Changes in Registrant's Certifying Accountant Ernst & Young LLP resigned as the independent public accountants of Dice Inc. (the "Company") effective June 20, 2003. The Company, on June 2, 2003, engaged the accounting firm of LWBJ, LLP as independent public accountants for the year ending December 31, 2003. The decision to retain LWBJ, LLP as the Company's independent public accountants was recommended by the Audit Committee of the Company's Board of Directors and approved by the Company's Board of Directors. Ernst & Young LLP's report on the Company's financial statements as of December 31, 2002 and 2001, and for the years ended December 31, 2002 and 2001 contained no adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report for 2002 contained a going concern qualification. During the Company's two most recent fiscal years and the subsequent interim period to the date hereof, there were no disagreements between the Company and Ernst & Young 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 Ernst & Young LLP, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the financial statements for such years. None of the "reportable events" requiring disclosure under Item 304(a)(1)(v) of Regulation S-K occurred with respect to the Company within the last two fiscal years and the subsequent interim period to the date hereof. During the last two fiscal years and the subsequent interim period to the date hereof, the Company has not consulted with LWBJ LLP regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K. The Company has requested Ernst & Young LLP to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company. A copy of such letter, dated June 20, 2003 is filed as Exhibit 16 to this Form 8-K. Item 7. Financial Statements and Exhibits (c) Exhibits 16 Letter from Ernst & Young LLP to the Securities and Exchange Commission. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DICE INC. By: /s/ Michael P. Durney ------------------------- Name: Michael P. Durney Title: Sr. Vice President, Finance, CFO & Treasurer (Principal Financial Officer) Dated: June 23, 2003 EXHIBIT 16 June 23, 2003 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Gentlemen: We have read Item 4 of Form 8-K dated June 23, 2003 of Dice Inc. and are in agreement with the statements contained in the first sentence of paragraph one, and the second, third and fourth paragraphs on page 1 therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Ernst & Young LLP

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 12, 2003

Dice Inc.

(Exact name of registrant as specified in its charter)

Delaware		0-25107		13-3899472
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

3 Park Avenue, New York, New York 10016

(Address of principal executive offices) (zip code)

(212) 725-6550

(Registrant’s telephone number, including area code)

ITEM 5. Other Events

On June 12, 2003, Dice Inc. (the “Company”) filed its Monthly Operating Report (the “Operating Report”) for the period from May 1, 2003 through May 31, 2003 with the United States Bankruptcy Court for the Southern District of New York in connection with its petition for reorganization under Chapter 11 of Title 11 of the United States Bankruptcy Code in Case No. 03-10877(BRL). A copy of the Monthly Operating Report is being filed as an exhibit hereto.

The Company cautions readers not to place undue reliance upon the information contained therein. The Operating Report contains unaudited information, is limited in scope, covers a limited time period and is in a format prescribed by the applicable bankruptcy laws. There can be no assurance that the Operating Report is complete. The Operating Report also contains information for periods which may be shorter or otherwise different from those typically contained in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Moreover, the Operating Report and other communications from the Company may include forward-looking statements subject to various assumptions regarding the Company’s operating performance that may not be realized and are subject to significant business, economic and competitive uncertainties and contingencies, including those described in this report, many of which are beyond the Company’s control. Consequently such matters should not be regarded as a representation or warranty by the Company that such matters will be realized or are indicative of the Company’s financial condition or operating results for future periods. Actual results for such periods may differ materially from the information contained in the Operating Report and the Company undertakes no obligation to update or revise the Operating Report.

The Operating Report, as well as other statements made by the Company, may contain forward-looking statements that reflect, when made, the Company’s current views with respect to current events and financial performance. Such forward looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company’s operations and business environment which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the ability of the Company to continue as a going concern; the Company’s ability to obtain court approval with respect to motions in the Chapter 11 proceeding prosecuted by it from time to time; the ability of the Company to develop, prosecute, confirm and consummate the plan of reorganization with respect to the Chapter 11 case; the ability of the Company to obtain and maintain normal terms with vendors and service providers; the Company’s ability to maintain contracts that are critical to its operations; the potential adverse impact of the Chapter 11 case on the Company’s liquidity or results of operations; the ability of the Company to fund and execute its business plan; the ability of the Company to attract, motivate and/or retain key executives and associates; and the ability of the Company to attract and retain customers.

Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Company’s various prepetition liabilities, common stock and/or other securities. No assurance can be given as to what value, if any, will be ascribed in the bankruptcy proceedings to each of these constituencies. The value of the common stock is highly speculative. Accordingly, the Company urges that the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.

ITEM 7. Financial Statements and Exhibits.

99.1 Monthly Operating Report for the period from May 1, 2003 through May 31, 2003, as filed with the United States Bankruptcy Court for the Southern District of New York.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DICE INC. By: /s/ BRIAN P. CAMPBELL Name: Brian P. Campbell Title: Vice President and General Counsel

Dated: June 12, 2003

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