0001104659-12-019426.txt : 20120320 0001104659-12-019426.hdr.sgml : 20120320 20120320143515 ACCESSION NUMBER: 0001104659-12-019426 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120221 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120320 DATE AS OF CHANGE: 20120320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GFI Group Inc. CENTRAL INDEX KEY: 0001292426 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 800006224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34897 FILM NUMBER: 12703130 BUSINESS ADDRESS: STREET 1: 55 WATER STREET CITY: NEW YORK STATE: NY ZIP: 10041 BUSINESS PHONE: 212-968-4100 MAIL ADDRESS: STREET 1: 55 WATER STREET CITY: NEW YORK STATE: NY ZIP: 10041 8-K/A 1 a12-7487_18ka.htm 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21, 2012

GFI GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware		000-51103		80-0006224
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

55 Water Street New York, NY		10041
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 968-4100

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 (see General Instruction A.2. below):

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 240.13.e-4(c)

Item 4.01. Change in Registrant’s Certifying Accountant.

As previously disclosed by GFI Group Inc. (the “Company”) on its Form 8-K filed February 27, 2012, on February 21, 2012, the Audit Committee of the Board of Directors of the Company engaged PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. In connection with the engagement of PwC, on February 23, 2012, the Company informed Deloitte and Touche LLP (“D&T”) that it would be dismissed as the Company’s independent registered public accounting firm effective upon the filing of the Company’s Form 10-K for the 2011 fiscal year.

This Form 8-K/A amends the Form 8-K filed by the Company on February 27, 2012 to confirm that, upon D&T’s delivery of its Report of Independent Registered Accounting Firm dated March 15, 2012 in connection with the Company’s filing of its Annual Report on Form 10-K, D&T concluded the 2011 fiscal year audit for the Company and completed its engagement.

The reports of D&T on the Company’s consolidated financial statements for the past two fiscal years ended December 31, 2011 and 2010 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

During the two most recent fiscal years and through March 15, 2012, there have been (i) no disagreements with D&T 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 D&T would have caused them to make reference thereto in their reports on the consolidated financial statements for such years and (ii) no reportable events (as defined in S-K 304(a)(1)(v)).

The Company has provided D&T a copy of the above disclosures and has requested that D&T furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated March 20, 2012, is filed as Exhibit 16 to this Form 8-K/A.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit		Description

16.1		Letter from Deloitte and Touche LLP to the Securities and Exchange Commission dated March 20, 2012.

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.

	GFI GROUP INC.

Date: March 20, 2012
	By:	/s/ James A. Peers
	Name:		James A. Peers
	Title:		Chief Financial Officer

EX-16.1 2 a12-7487_1ex16d1.htm EX-16.1

Exhibit 16.1

March 20, 2012

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

Dear Sirs/Madams:

We have read Item 4.01 of GFI Group Inc.’s Form 8-K/A dated March 20, 2012, and have the following comments:

1. We agree with the statements made in the second sentence of the first paragraph, and the second, third, fourth and fifth paragraphs of Item 4.01.

2. We have no basis on which to agree or disagree with the statements made in the first sentence of the first paragraph or the second sentence of the fifth paragraph of Item 4.01.

Yours truly,

/s/ Deloitte & Touche LLP

New York, New York