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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): May 18, 2007
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CNB FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Massachusetts 0-51685 20-3801620
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
33 Waldo Street, P.O. Box 830, Worcester, MA 01613-0830
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(Address of principal executive offices) (Zip Code)
(508) 752-4800
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(Registrant's telephone number, including area code)
Not Applicable
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(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))
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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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(a) KPMG LLP ("KPMG") was previously the principal accountants for CNB
Financial Corp. (the "Company"). On May 18, 2007, the Company
dismissed KPMG. The decision to change accountants was recommended
by the Company's Audit Committee and approved by its Board of
Directors. In connection with the audits of the two fiscal years
ended December 31, 2006 and 2005 and the subsequent interim period
through the date of dismissal, there were no disagreements or
reportable events with KPMG on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to KPMG's
satisfaction would have caused it to make reference to the subject
matters of the disagreements in connection with their report. In
addition, KPMG's reports on the Company's financial statements for
the two fiscal years ended December 31, 2006 and 2005 contained no
adverse opinion or a disclaimer of opinion, and were not modified as
to uncertainty, audit scope, or accounting principles except as
follows: KPMG's report on the consolidated financial statements of
CNB Financial Corp. and subsidiary as of and for the years ended
December 31, 2006, contained a separate paragraph stating that "As
discussed in Note 2 to the consolidated financial statements, the
Company adopted Statement of Financial Accounting Standards No. 123
(R), Share-Based Payment, using the modified prospective transition
method effective January 1, 2006."
The Company requested that KPMG furnish the Company with a letter,
as promptly as possible, addressed to the Securities and Exchange
Commission, stating whether it agrees with the statements made in
response to Item 304(a) of Securities and Exchange Commission
Regulation S-B in this Item 4.01, and if not, stating the respects
in which they do not agree. That letter is filed as Exhibit 16.1 to
this Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
Number Description
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16.1 Letter from KPMG, LLP regarding its agreement with
the disclosure provided under Item 4.01(a)
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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 thereunto duly authorized.
CNB Financial Corp.
Date: May 23, 2007 By: /s/ William M. Mahoney
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William M. Mahoney
Chief Financial Officer