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 23, 2008 (June 17, 2008)
(Exact name of registrant as specified in its charter)
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| Delaware
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000-24525
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36-4159663 |
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| (State or other jurisdiction
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(Commission File Number)
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(IRS employer |
| of incorporation)
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Identification No.) |
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| 3280 Peachtree Road, N.W., Suite 2300, Atlanta GA
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30305 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (404) 949-0700
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 4 – Matters Related To Accountants and Financial Statements
Item 4.01 – Changes in Registrant’s Certifying Accountant
On June 17, 2008, following an extensive review and request-for-proposal process, the Audit
Committee of the Board of Directors of Cumulus Media Inc. (the “Company”) determined not to renew
its engagement of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm
(“auditors”) and dismissed them as the Company’s auditors. The Company appointed
PricewaterhouseCoopers LLP (“PwC”) as the Company’s auditors for the
fiscal year ending December 31, 2008, commencing immediately.
KMPG’s audit reports on the Company’s consolidated financial statements as of and for the
years ended December 31, 2007 and 2006 did not contain any adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except
as follows:
KPMG’s report on the Company’s consolidated financial statements as of and for the year ended
December 31, 2006 contained a separate paragraph stating that “As discussed in Note 1 to the
consolidated financial statements effective January 1, 2006, the Company adopted Statement of
Financial Accounting Standards No. 123R, Share Based Payment.” KPMG’s report on the Company’s
consolidated financial statements as of and for the year ended December 31, 2007 contained separate
paragraphs stating that “As discussed in Note 1 to the consolidated financial statements, effective
January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123R, Share
Based Payment.” and “As discussed in Note 1 to the consolidated financial statements, effective
January 1, 2007, the Company adopted the Financial Accounting Standards Board Interpretation No.
48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109.”
KPMG’s reports on management’s assessment of the effectiveness of internal control over
financial reporting and the effectiveness of internal control over financial reporting as of
December 31, 2007 and 2006 did not contain any adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting principles, except that
KPMG’s 2006 report indicates that the Company did not maintain effective internal control over
financial reporting as of December 31, 2006 because of the effect of a material weakness, as
further described below.
During the two most recent fiscal years ended December 31, 2007, and through the date hereof,
there were no: (1) disagreements with KMPG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not resolved to KPMG’s
satisfaction, would have caused KPMG to make reference to the subject matter of the disagreement(s)
in connection with its reports, or (2) “reportable events” as defined in Regulation S-K, Item
304(a)(1)(v); except that in the Company’s annual report on Form 10-K for the year ended December
31, 2006, management concluded in its report, and KPMG concurred, that the Company’s internal
control over financial reporting as of December 31, 2006 was not effective as a result of a
material weakness (at that time, management concluded that the Company did not maintain sufficient,
adequately trained personnel in its corporate accounting
function). The Company has authorized KPMG to respond fully to any inquiries from PwC
regarding this matter.
KPMG was provided a copy of the above disclosures and was requested to furnish a letter
addressed to the Securities and Exchange Commission stating whether it agrees with the above
statements. A letter from KPMG is attached hereto as Exhibit 16.1.
During the Company’s two most recent fiscal years ended December 31, 2007 and through the date
hereof, the Company did not consult with PwC regarding any of the matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.
Section 9 – Financial Statements and Exhibits
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is filed with this Current Report:
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Exhibit No. |
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Exhibit Description |
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16.1 |
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Letter dated June 23, 2008 to the Securities and Exchange Commission from KPMG LLP |
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