UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
| FORM 8 - K |
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
Date of Report (Date of earliest event reported) October 1, 2019 | |||
PEOPLES FINANCIAL CORPORATION (Exact Name of Registrant as Specified in its Charter) | |||
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Mississippi (State or Other Jurisdiction of Incorporation) | |||
001-12103 (Commission File Number) | 64-0709834 (IRS Employer Identification No.)
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152 Lameuse Street Biloxi, MS (Address of Principal Executive Offices) | 39530 (Zip Code) | ||
(228) 435-5511 (Registrant’s Telephone Number, Including Area Code) | |||
(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 Instructions 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)
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☐ 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
None | PFBX | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01 Changes in Registrant’s Certifying Accountant.
Porter Keadle Moore, LLC, (“PKM”) of Atlanta, GA, has served as the independent registered public accounting firm for Peoples Financial Corporation (the “Company”) since 2006. In January 2019, the Board of Directors of the Company appointed PKM as the auditors for the fiscal year ending December 31, 2019.
The Company was notified that, effective October 1, 2019, PKM combined its practice (the “Practice Combination”) with Wipfli LLP (“Wipfli”). As a result of the Practice Combination, PKM effectively resigned as the Company’s independent registered public accounting firm and Wipfli, as the successor to PKM following the Practice Combination, was engaged as the Company’s independent registered public accounting firm. On October 1, 2019, the Company’s Board of Directors was notified of the Practice Combination and the effective resignation of PKM and approved the retention of Wipfli as the Company’s independent registered public accounting firm. As of the date of this Current Report on Form 8-K, Wipfli is registered with the Public Company Accounting Oversight Board.
PKM’s audit reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2018 and December 31, 2017 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s fiscal years ended December 31, 2018 and December 31, 2017 and the subsequent interim periods through June 30, 2019, there were no disagreements with PKM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to PKM’s satisfaction, would have caused PKM to make reference to the subject matter of the disagreement in their reports on the Company’s consolidated financial statements for such periods. Additionally, during the Company’s fiscal years ended December 31, 2018 and December 31, 2017, and the subsequent interim periods through June 30, 2019, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided PKM a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “Commission”) and requested that PKM furnish it with a letter addressed to the SEC stating whether or not it agreed with the above statements in this Current Report. A copy of PKM’s letter to the Commission is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the two most recent fiscal years and through October 1, 2019, the Company has not consulted with Wipfli on any matter that (i) involved 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 financial statements, in each case where a written report was provided or oral advice was provided that Wipfli concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. | |
16.1 |
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.
Dated: October 1, 2019
| PEOPLES FINANCIAL CORPORATION |
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| By: | /s/ Chevis C. Swetman |
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| Chevis C. Swetman |
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| Chairman, President and CEO |
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