SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 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) April 8, 2002
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NORTH BAY BANCORP
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(Exact name of registrant as specified in its charter)
California 0-31080 68-0434802
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
1500 Soscol Avenue, Napa, California 94559-3045
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (707) 257-8585
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N/A
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(Former name or former address, if changed since last report)
Item 4. Change in Registrant's Certifying Accountants
A. Dismissal of Certifying Accountants
On April 8, 2002, the Audit Committee of the Board of Directors of North
Bay Bancorp dismissed Arthur Andersen LLP, San Francisco, California, as the
independent accountant chosen to audit the Company's consolidated financial
statements.
Arthur Andersen LLP's report on the consolidated financial statements of
North Bay for either of the years ended December 31, 2001 or 2000 did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope, or accounting principles.
During North Bay's two most recent fiscal years, and during the subsequent
interim period preceding the date of Arthur Andersen LLP's dismissal, there was
no disagreement with Arthur Andersen LLP on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which disagreement, if not resolved to the satisfaction of Arthur Andersen LLP,
would have caused Arthur Andersen LLP to make a reference to the subject matter
of the disagreement in connection with its report.
During North Bay's two most recent fiscal years, and during the subsequent
interim period preceding the date of Arthur Andersen LLP's dismissal, Arthur
Andersen did not advise North Bay:
1. that the internal controls necessary for North Bay to develop reliable
financial information do not exist;
2. that information had come to Arthur Andersen's attention that has led it
to no longer rely on management's representations or that has made it unwilling
to be associated with the financial statements prepared by management;
3. of the need to significantly expand the scope of Arthur Andersen's audit
or that information has come to Arthur Andersen's attention during North Bay's
two most current fiscal years, and during the subsequent interim period
preceding the date of Arthur Andersen LLP's dismissal, that if further
investigated may (i) materially impact the fairness or reliability of either a
previously issued audit report or the underlying financial statements, or the
financial statements to be issued covering the fiscal period(s) subsequent to
the date of the most recent statements covered by an audit report (including
information that may prevent it from rendering an unqualified audit report on
those financial statements), or (ii) cause Arthur Andersen to be unwilling to
rely on management's representations or be associated with North Bay's financial
statement; and, due to the Arthur Andersen's dismissal, or for any other reason,
Arthur Andersen did not so expand the scope of its audit or conduct a further
investigation; or,
4. that information has come to Arthur Andersen's attention that it has
concluded materially impacts the fairness or reliability of either (i) a
previously issued audit report or the underlying financial statements, or (ii)
the financial statements to be issued covering the fiscal
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period(s) subsequent to the date of the most recent statements covered by an
audit report (including information that may prevent it from rendering an
unqualified audit report on those financial statements); and due to Arthur
Andersen's dismissal, or for any other reason, the issue has not been resolved
to Arthur Andersen's satisfaction prior to the dismissal.
North Bay has provided Arthur Andersen LLP with a copy of this Current
Report on Form 8-K and has requested that Arthur Andersen furnish North Bay a
letter addressed to the Securities and Exchange Commission stating whether
Arthur Andersen agrees with the statements set forth in Item 4. of this Current
Report and, if not, stating the respects in which it does not agree. By letter
dated April 11, 2002, a copy of which is filed as Exhibit 16. 1 to this Current
Report, Arthur Andersen LLP has agreed with the above statements.
B. Appointment of Certifying Accountants
On April 8, 2002, the Audit Committee of the Board of Directors of North
Bay also approved the appointment of KPMG LLP, San Francisco, California, as the
Company's independent accountant. The appointment of KPMG LLP was effective
immediately.
During North Bay's two most recent fiscal years, and any subsequent interim
period prior to engaging KPMG, neither North Bay, nor anyone on its behalf,
consulted KPMG regarding:
1. the application of accounting principles to a specific transaction,
either contemplated or proposed; or the type of audit opinion that might be
rendered on North Bay's financial statements; and either a written report was
provided to the issuer, or oral advice was provided, that the new accountant
concluded was an important factor considered by North Bay in reaching a decision
as to the accounting, audit or financial issue; or
2. any matter that was either the subject of a disagreement with Arthur
Andersen or a reportable event as described in paragraph 304(a)(1)(v) of the
Securities and Exchange Commission's Regulation S-K.
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Item 7. Financial Statements and Exhibits.
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(b) Exhibits
16.1 Letter re: Change in Certifying Accountants
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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 hereunto duly authorized.
Date: April 8, 2002 NORTH BAY BANCORP
/s/ Terry L. Robinson
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By: Terry L. Robinson, President and
Chief Executive Officer
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