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): October 8, 2010
SIMON WORLDWIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
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0-21878
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04-3081657
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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5200 WEST CENTURY BOULEVARD, LOS ANGELES, CA
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90045
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number including area code: (310) 417-4660
No change since last report
(Former name or address, if changed since last report)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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
(a) Previous Independent Registered Public Accounting Firm
On October 8, 2010, BDO USA, LLP, formerly known as BDO Seidman, LLP (“BDO”) was dismissed as the
independent registered public accounting firm of Simon Worldwide, Inc. (the “Company”). The
dismissal of BDO was approved by the Company’s Audit Committee.
The reports of BDO on the Company’s financial statements as of and for the fiscal years ended
December 31, 2009 and 2008 did not contain an adverse opinion or a disclaimer of opinion, and were
not qualified or modified as to audit scope or accounting principle. With respect to
qualifications as to uncertainty, the reports of BDO on the Company’s financial statements as of
and for the fiscal years ended December 31, 2009 and 2008 each noted that such financial statements
had been prepared based on the assumption that the Company would continue as a going concern, that
there is doubt about the Company’s ability to continue as a going concern, and that such financial
statements did not include any adjustments that might result from the outcome of this uncertainty.
During the Company’s fiscal years ended December 31, 2009 and 2008 and through October 8, 2010
there were no disagreements with BDO on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of
BDO would have caused them to make reference to the subject matter of the disagreement in
connection with their reports on the financial statements for such years. During the Company’s
fiscal years ended December 31, 2009 and 2008 and through October 8, 2010 there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company furnished a copy of the above disclosures to BDO and requested that BDO furnish it with
a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with
the above statements. A copy of such letter, dated October 15, 2010, is filed as Exhibit 16.1 to
this Form 8-K.
(b) New Independent Registered Public Accounting Firm
The Company’s Audit Committee engaged Ernst & Young LLP as its new
independent registered public accounting firm to audit the Company’s financial statements for the
Company’s fiscal year ending December 31, 2010. The decision to engage Ernst & Young LLP as the
Company’s independent registered public accounting firm was the result of a competitive selection
process.
Prior to the engagement of Ernst & Young LLP, neither the Company nor anyone on behalf of the
Company consulted with Ernst & Young LLP during the Company’s fiscal years ended December 31, 2009
and 2008 and through October 8, 2010, in any manner regarding: (A) either the application of
accounting principles to a specified transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company’s financial statements, and neither was a
written report provided to the Company nor was oral advice provided that Ernst & Young LLP
concluded was an important factor considered by the Company in reaching a decision as to the
accounting, auditing, or financial reporting issue, or (B) the subject of either a disagreement or
a reportable event, as defined in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following Exhibit is furnished as part of this report:
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Exhibit No.
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Description
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16.1
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Letter from BDO dated October 15, 2010, to the Securities and Exchange Commission
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2
