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): March 31, 2005
MASSBANK Corp.
(Exact name of registrant as specified in its charter)
Delaware | 0-15137 | 04-2930382 | ||
(State or other jurisdiction of incorporation or organization) | Commission file number | (I.R.S. Employer Identification No.) |
123 Haven Street, Reading, Massachusetts 01867
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (781) 662-0100
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:
¨ | 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.
On March 31, 2005, the Audit Committee of the Board of Directors of MASSBANK Corp. (the “Company”) replaced KPMG LLP (“KPMG”) as the Company’s independent registered public accountants with Parent, McLaughlin & Nangle. KPMG resigned as the Company’s independent registered public accountants as of such date. The reports issued by KPMG on the Company’s financial statements for each of the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s two most recent fiscal years and through the date hereof, there were no disagreements with KPMG on any matter of accounting principle or practice, financial statement disclosure or auditing scope or procedure, which, if not resolved to KPMG’s satisfaction, would have caused them to make reference to the subject matter in connection with their report of the Company’s financial statements for such years; and there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has requested that KPMG provide a letter to the Securities and Exchange Commission stating whether it agrees with the foregoing disclosures. The Company has requested KPMG’s response to be received by the Company so that it may be filed within ten business days of the date hereof.
On March 31, 2005, the Company engaged Parent, McLaughlin & Nangle to serve as the Company’s independent registered public accountants for the fiscal year ended December 31, 2005. During the fiscal years ended December 31, 2004 and December 31, 2003, and through the date hereof, the Company did not consult with Parent, McLaughlin & Nangle with respect to 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 matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.
MASSBANK Corp. | ||||
Dated: April 5, 2005 | By: | /s/ Reginald E. Cormier | ||
Name: | Reginald E. Cormier | |||
Title: | Senior Vice President, Treasurer and Chief Financial Officer |