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 27, 2015
EAGLE FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Virginia | 0-20146 | 54-1601306 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2 East Main Street P.O. Box 391 Berryville, Virginia | 22611 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (540) 955-2510
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 |
(a)Dismissal of Independent Registered Public Accounting Firm
On March 27, 2015, Eagle Financial Services, Inc. (the “Company”) informed Smith Elliott Kearns & Company, LLC (“SEK”) that SEK will be dismissed as the Company’s independent registered public accounting firm effective as of March 30, 2015. The decision to change the Company’s independent registered public accounting firm was approved by the Company’s Audit Committee.
The audit reports of SEK on the consolidated financial statements of the Company as of and for the years ended December 31, 2014 and 2013 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the two fiscal years ended December 31, 2014 and 2013 and from January 1, 2015 through March 30, 2015, (i) there were no disagreements with SEK on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures that, if not resolved to SEK’s satisfaction, would have caused SEK to make reference in connection to their opinion to the subject matter of the disagreement and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided SEK with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”). The Company requested that SEK furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of SEK’s letter dated March 30, 2015 is filed as Exhibit 16.1 hereto.
(b)Engagement of New Independent Registered Public Accounting Firm
Additionally, based on the Audit Committee’s approval, on March 27, 2015, the Company selected Yount, Hyde & Barbour, P.C. (“YHB”) as the Company’s independent registered public accounting firm effective as of March 30, 2015 and for the fiscal year ending December 31, 2015.
During the two most recent fiscal years ended December 31, 2014 and 2013 and from January 1, 2015 through March 30, 2015, neither the Company nor anyone on its behalf consulted YHB regarding 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, and no written report or oral advice was provided to the Company that YHB concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue. During the two most recent fiscal years ended December 31, 2014 and 2013 and from January 1, 2015 through March 30, 2015, neither the Company nor anyone on its behalf consulted YHB regarding any matter that was the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. The following exhibit is being furnished pursuant to Item 4.01 above. |
Exhibit | Description | |
| 16.1 | Letter from Smith Elliott Kearns & Company, LLC dated March 30, 2015. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 30, 2015
| Eagle Financial Services, Inc. | ||
| By: | /s/ KATHLEEN J. CHAPPELL | |
| Kathleen J. Chappell | ||
| Vice President and CFO | ||
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