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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: March 12, 2007
(Date of earliest event reported)
Insure.com, Inc.
(Exact name of registrant as specified in the charter)
Delaware 0-26781 36-3299423
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
8205 South Cass Avenue, Suite 102
Darien, Illinois 60561
(Address of Principal Executive Offices)
(630) 515-0170
(Registrant's telephone number including area code)
Not Applicable
(Former name or former 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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
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SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 8, 2007, Insure.com, Inc. (the "Company") changed its registered public
accounting firm. The Company dismissed Ernst & Young LLP ("E&Y) as its
independent registered public accounting firm. The decision to end the Company's
relationship with E&Y was made and approved by the Audit Committee of the
Company's Board of Directors and the Board of Directors.
The reports of E&Y on the Company's financial statements for the fiscal years
ended December 31, 2006 and December 31, 2005 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
During the fiscal years ended December 31, 2006 and December 31, 2005, and the
interim period from January 1, 2007 until March 8, 2007, there were no
disagreements with E&Y 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 E&Y, would have caused E&Y
to make reference to the subject matter of the disagreement in its reports.
During the fiscal years ended December 31, 2006 and December 31, 2005, and the
interim period from January 1, 2007 until March 8, 2007, there were no
"reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company has provided E&Y with a copy of this disclosure and has requested
that E&Y furnish it with a letter addressed to the Securities and Exchange
Commission (the "SEC") stating whether it agrees with the above statements, and
if not, stating the respects in which it does not agree. A copy of the letter
from E&Y addressed to the SEC, dated March 12, 2007 and relating to the fiscal
years ended December 31, 2006 and December 31, 2005 and the interim period from
January 1, 2007 until March 8, 2007, is filed as Exhibit 16.1 to this Current
Report on Form 8-K.
On March 8, 2007, the Company approved the engagement of BDO Seidman, LLP
("BDO") as the Company's new independent registered public accounting firm for
the fiscal year ending December 31, 2007, subject to completion of BDO's client
acceptance procedures. During the fiscal years ended December 31, 2006 and
December 31, 2005, and the interim period from January 1, 2007 until March 8,
2007, neither the Company nor anyone acting on its behalf consulted BDO
regarding either (1) 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 consolidated financial statements or (2) any
matter that was (a) either the subject of a disagreement with E&Y on accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which, if not resolved to the satisfaction of E&Y, would have caused
E&Y to make reference to the subject matter of the disagreement in its reports,
or (b) a "reportable event" as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company had provided BDO with a copy of this Current Report on Form 8-K
prior to filing it with the SEC.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Number Description
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16.1 Letter, dated March 12, 2007, from Ernst & Young LLP to the Securities
and Exchange Commission
SIGNATURES
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.
QUOTESMITH.COM, INC.
Dated: March 12, 2007 By: /s/ Phillip A. Perillo
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Phillip A. Perillo
Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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16.1 Letter, dated March 12, 2007, from Ernst & Young LLP to the
Securities and Exchange Commission