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)
March 5, 2013
Merchants Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 0-11595 | | 03-0287342 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification Number) |
| | | | |
275 Kennedy Drive
South Burlington, Vermont | | (802) 658-3400 | | 05403 |
(Address of principal executive offices) | | (Registrant’s telephone number, including area code) | | (Zip Code) |
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)) |
Item 4.01
Changes in Registrant’s Certifying Accountant.
As previously disclosed by Merchants Bancshares, Inc. (the “Company”) on its Current Report on Form 8-K filed February 27, 2013, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) appointed Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013. In connection with the selection of Crowe Horwath LLP, on February 21, 2013, the Company notified KPMG LLP that KPMG LLP would be dismissed as the Company’s independent registered public accounting firm upon the completion of its audit of the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2012 and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012.
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by the Company on February 27, 2013, to confirm that, upon KPMG LLP’s issuance of its Reports of Independent Registered Public Accounting Firm, dated March 5, 2013, in connection with the Company’s filing of its Annual Report on Form 10-K, KPMG LLP completed its audit of the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2012 and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 and completed its engagement.
The audit reports of KPMG LLP on the consolidated financial statements of the Company for the years ended December 31, 2012, 2011 and 2010, did not contain an adverse opinion or disclaimer of an opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2012 and 2011, and the subsequent interim period through March 5, 2013, there were: (1) no disagreements between the Company and KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KPMG LLP would have caused them to make reference thereto in their reports on the Company’s financial statements for such years, and (2) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided KPMG LLP with a copy of the disclosure in this Form 8-K and has requested that KPMG LLP furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements in this Item 4.01. A copy of the letter from KPMG LLP, dated March 7, 2013, is filed as Exhibit 16.1 to this Current Report on Form 8-K/A.
During the years ended December 31, 2012 and 2011, and the subsequent interim period through March 5, 2013, the Company did not consult Crowe Horwath LLP regarding: (1) the application of accounting principles to a specified transaction, either completed or proposed; (2) the type of audit opinion that might be rendered on the Company’s financial statements, and Crowe Horwath LLP did not provide any written report or oral advice that Crowe Horwath LLP concluded was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue; or (3) any matter that was either the subject of a disagreement or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01
Exhibits.
