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):
December 10, 2007
CENTRAL JERSEY BANCORP
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(Exact name of registrant as specified in charter)
New Jersey 0-49925 22-3757709
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
627 Second Avenue, Long Branch, New Jersey 07740
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 571-1300
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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 (see General Instruction 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)
[_] 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))
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01. Changes in Registrant's Certifying Accountant.
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On December 10, 2007, Central Jersey Bancorp ("Bancorp") dismissed KPMG
LLP ("KPMG") as the principal accountants for Bancorp upon completion of the
audit of Bancorp's consolidated financial statements as of and for the year
ended December 31, 2007 and the effectiveness of internal control over
financial reporting as of December 31, 2007, and the issuance of their reports
thereon. The decision to change Bancorp's principal accountants was made by the
Audit Committee (the "Audit Committee") of Bancorp's Board of Directors (the
"Board") and subsequently ratified by the Board. Concurrently therewith, the
Audit Committee appointed, and the Board ratified, the accounting firm of Beard
Miller Company LLP ("Beard Miller Company") as its new principal accountants for
the year ending December 31, 2008. A definitive engagement letter was executed
by Bancorp and Beard Miller Company on February 20, 2008. The dismissal of KPMG
as the principal accountants for Bancorp became effective on March 14, 2008.
The audit reports of KPMG on the consolidated financial statements of
Bancorp and its wholly owned subsidiary, Central Jersey Bank, N.A., for the
years ended December 31, 2007 and 2006 did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. The audit report of KPMG on the
effectiveness of internal control over financial reporting as of December 31,
2007 and the audit report on management's assessment of the effectiveness of
internal control over financial reporting and the effectiveness of internal
control over financial reporting as of December 31, 2006 did not contain an
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
In connection with the audits of Bancorp's consolidated financial
statements for the two fiscal years ended December 31, 2007, and the subsequent
interim period through March 14, 2008, there were no (i) disagreements with KPMG
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which disagreements if not resolved
to KPMG's satisfaction, would have caused KPMG to make reference in connection
with their opinion to the subject matter of the disagreements in its audit
reports on the consolidated financial statements of Bancorp, or (ii) "reportable
events" as defined in Item 304(a)(1)(v) of Regulation S-K.
During the fiscal years ended December 31, 2007 and 2006, and from
December 31, 2007 to the date of filing of this Form 8-K, Bancorp has not
consulted with Beard Miller Company regarding either (i) the application of
accounting principles to any completed or proposed transaction, or the type of
audit opinion that might be rendered on Bancorp's consolidated financial
statements; or (ii) any of the other matters specified in Items 304(a)(1)(iv) or
(v) of Regulation S-K.
Bancorp has requested and received from KPMG a letter, dated March 14,
2008, addressed to the Securities and Exchange Commission (the "Commission")
stating whether or not KPMG agrees with the above statements. A copy of the KPMG
letter is attached hereto as Exhibit 16.1 to this Form 8-K.
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Bancorp has provided a copy of the disclosures in this report to Beard
Miller Company and offered it the opportunity to furnish a letter to the
Commission contemplated by Item 304(a)(2)(ii)(D) of Regulation S-K. Beard Miller
Company has advised Bancorp that it does not intend to furnish such a letter to
the Commission.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits:
Exhibit
Number Description
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16.1 Letter, dated March 14, 2008, from KPMG LLP to the
Securities and Exchange Commission.
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.
CENTRAL JERSEY BANCORP
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(Registrant)
By: /s/ James S. Vaccaro
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James S. Vaccaro
Chairman, President and Chief Executive
Officer
Date: March 14, 2008
EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter, dated March 14, 2008, from KPMG LLP to the Securities
and Exchange Commission.