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Securities and Exchange Commission Washington, Dc 20549 Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: May 21, 2002 Autobytel Inc. (Exact name of registrant as specified in its charter) 0-22239 (Commission File Number) Delaware 33-0711569 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 18872 MacArthur Boulevard Irvine, California 92612 (Address of principal executive offices, with zip code) (949) 225-4500 (Registrant’s telephone number, including area code) 1 TABLE OF CONTENTS Item 4. Changes in Registrant’s Certifying Accountant Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. SIGNATURES INDEX TO EXHIBITS EXHIBIT 16 EXHIBIT 99.1 Table of Contents Item 4. Changes in Registrant’s Certifying Accountant Arthur Andersen LLP (“Andersen”) has served as Autobytel Inc.’s (the “Company”) auditors since 1995 and has advised the Company on federal, state and local tax matters. After an evaluation of services provided by a number of independent accounting firms as well as their knowledge of the industry, the Company’s Board of Directors has decided to engage PricewaterhouseCoopers LLP as its independent accountants for the current fiscal year ending December 31, 2002. (a) Previous independent accountants (i) On May 21, 2002, the Company dismissed Andersen as its independent accountants. (ii) The reports of Andersen on the consolidated financial statements of the Company for each of the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. (iii) The decision to change independent accountants was recommended by the Audit Committee and approved by the Board of Directors. (iv) During the Company’s two most recent fiscal years and through the date of this report, the Company has had no disagreements with Andersen 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 Andersen would have caused it to make reference thereto in its report on the consolidated financial statements of the Company for such years. (v) During the Company’s two most recent fiscal years and through the date of this report, the Company has had no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). (vi) Andersen furnished the Company with a letter addressed to the Securities and Exchange Commission stating that it agrees with the above statements. A copy of such letter, dated May 22, 2002, is filed as Exhibit 16 to this Form 8-K. (b) New independent accountants The Company engaged PricewaterhouseCoopers LLP as its new independent accountants as of May 21, 2002. During the two most recent fiscal years and through the date of this report, the Company has not consulted with PricewaterhouseCoopers LLP on items which (1) were or should have been subject to SAS 50 or (2) concerned the subject matter of a disagreement or reportable event with the former auditor (as described in Item 304(a)(2) of Regulation S-K). 2 Table of Contents Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 16. Letter of Arthur Andersen LLP, dated May 22, 2002 99.1 Press Release dated May 22, 2002. SIGNATURES Autobytel Inc. Date: May 22, 2002 By: /s/ Hoshi Printer Hoshi Printer Executive Vice President and Chief Financial Officer (Principal Financial Officer) 3 Table of Contents INDEX TO EXHIBITS Exhibit Number Description 16 Letter of Arthur Andersen LLP, dated May 22, 2002 99.1 Press Release dated May 22, 2002 4 ANDERSEN Arthur Andersen LLP Suite 800 18201 Van Karman Avenue Irvine, CA 92612 Tel 949 757 3100 Fax 949 757 3163 www.andersen.com Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 May 22, 2002 Dear Sirs/Madam: We have read the paragraphs of Item 4 included in the Form 8-K dated May 21, 2002 of Autobytel Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. With respect to paragraph (b) of Item 4, we have no direct knowledge of the Company’s process to replace us with new accountants and cannot comment on that information. Very truly yours, /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP cc: Mr. Hoshi Printer, CFO, Autobytel Inc. At Autobytel Inc.: Geri Weinfeld, Director, Investor Relations [email protected] 949/225-4553 Melanie Webber, Vice President, Corporate Communications [email protected] 949/862-3023 Autobytel Appoints PricewaterhouseCoopers LLP as Independent Accountants IRVINE, May 22, 2002 — Autobytel Inc. (Nasdaq: ABTL) today announced that it has appointed PricewaterhouseCoopers LLP as the Company’s independent accountants for the year ended December 31, 2002. PricewaterhouseCoopers LLP replaces Arthur Andersen LLP. The decision to replace Andersen comes after a thorough selection process conducted by the Company’s Audit Committee and management. “Our decision to select PricewaterhouseCoopers to perform auditing and tax services for our Company was influenced by the depth of their experience and the quality of their professionals,” said Jeffrey Schwartz, Autobytel’s president and chief executive officer. “We would like to thank Andersen for its years of service on behalf of Autobytel. We have the utmost respect for those individuals we have worked with at Andersen.” About Autobytel Inc. Autobytel Inc. (Nasdaq: ABTL), a leading Internet automotive marketing services company, helps retailers sell cars and manufacturers build brands through marketing and CRM (customer relationship management) programs. Autobytel Inc. owns and operates the popular websites Autobytel.com, Autoweb.com, Carsmart.com and Autosite.com, as well as AIC (Automotive Information Center), a leading provider of automotive marketing data and technology. Autobytel Inc. generated an estimated four percent of all domestic new vehicle sales — $17 billion in car sales in 2001 — for dealers through its websites. With approximately 8,900 dealer relationships and 30 international automotive manufacturer customers, Autobytel Inc. is the largest syndicated car-buying content network, reaching millions of unique visitors as they are making their vehicle buying decisions. Autobytel Inc. content and technology has potential exposure to over 90 percent of total web traffic.1 1 Jupiter Media Metrix October 2001 Digital Media Audience Report (Autobytel Inc. sites is the unduplicated audience of the Autobytel and Autoweb properties and Carsmart.com. The car-buying and ownership category as defined by Autobytel. Autobytel Inc. provides content to Yahoo! Inc., AOL websites, MSN.com and Lycos.com. The unduplicated audience of these four sites accounts for over 90 percent of total traffic.) .
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