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 : November 17, 2006
Botetourt Bankshares, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Virginia | | 000-49787 | | 54-1867438 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
19747 Main Street Buchanan, Virginia | | 24066 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code 540-591-5000
(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):
| ¨ | 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)) |
Item 4.01 - Change in Registrant’s Certifying Accountant
On November 14, 2006, the Audit Committee of the Board of Directors of Botetourt Bankshares, Inc. (the “Company”) was notified by the Company’s independent accountants, Larrowe & Company, PLC (“Larrowe”), that it was merging with the firm of Elliott Davis, LLC, effective on November 17, and that it would no longer operate or provide audit services as a separate entity. At a meeting held on November 14, 2006, the Company’s Audit Committee approved Chairman Williamson to sign the forthcoming engagement letter of Elliott Davis, LLC, the successor firm in the merger, to serve as the Company’s independent accountants for the fiscal year ended December 31, 2006.
The Company engaged Larrowe as its independent accountants for the fiscal years ended December 31, 2005 and 2004. Larrowe’s reports on the Company’s consolidated financial statements for those two years did not contain any adverse opinion or disclaimer of opinion, nor were the opinions expressed in the reports qualified or modified as to uncertainty, audit scope, or accounting principles. During the most recent two fiscal years and the interim period preceding the Audit Committee’s decision to engage Elliott Davis as the Company’s new independent accountants, there were no disagreements with Larrowe 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 Larrowe, would have caused Larrowe to make reference to the subject matter of the disagreement in connection with its report.
During the two fiscal years ended December 31, 2005 and 2004, and the subsequent interim periods through and including the date of Elliott Davis’ appointment as the Company’s independent accountants, the Company has not consulted with Elliott Davis on 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 consolidated financial statements or any other matter or reportable event described in Item 304(a)(2)(i) or (ii) of Regulation S-KB.
Item 9.01 – Financial Statements and Exhibits
| | |
| Exhibit 16: | | Letter to Commission from Larrowe consenting to the disclosures in this Form 8-K. |
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.
Company Name
| | |
| By: | | /s/ Michelle A. Alexander |
| | Michelle A. Alexander |
| | Chief Financial Officer |
|
| Date: November 17, 2006 |
Exhibit Index
| | |
Exhibit Number | | Exhibit Description |
| 16 | | Letter from Larrowe & Company, PLLC to the Securities and Exchange Commission Dated November 17, 2006 |
