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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 March 27, 2003
FARMERS NATIONAL BANC CORP.
(Exact name of registrant as specified in its charter)
Ohio 2-80339 34-1371693
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification
Number)
20 South Broad Street
Canfield, OH 44406
(Address of principal executive offices)
(330)533-3341
(Registrants telephone number, including area code)
Copy to:
CHARLES D. NIEHAUS
KENNEY & NIEHAUS, LTD.
5470 Main Street, Suite 300
Sylvania, Ohio 43560
(419) 517-7000; E-mail: niehaus@kenneyniehauslaw.com
FORM 8-K
Item 4. Change in Registrant's Certifying Accountant
On July 30, 2002, the Sarbanes-Oxley Act of 2002 was enacted by
Congress. The purpose of the Act is to protect investors by improving the
accuracy and reliability of corporate disclosures made pursuant to the
securities laws. One requirement of the Act is for the independent accounting
firm, which provides the Farmers National Banc Corp. ("Company") with an annual
audit report to register with the Public Company Accounting Oversight Board (the
"Board"). The independent auditor for the Company has been Hill, Barth and King
LLC ("HBK") since 1983. In order to continue as the Company's independent
auditor, HBK will be required to register with the Board. HBK has informed the
Company that it is exploring various alternatives regarding its SEC client
practice and probably will not become registered with the Board due to the
initial costs and ongoing expenses required to qualify as a registered public
accounting firm. For that reason, the Company's Audit Committee of the Board of
Directors conducted an extensive review of potential registered public
accounting firms.
As a result of that review, on March 11, 2003, Company's Board of
Directors, upon recommendation by the Audit Committee of the Board of Directors,
approved the selection of Crowe, Chizek and Company LLP ("Crowe Chizek") as its
new independent public accounting firm for the purpose of conducting the
Company's 2003 year-end audit and for other purposes. HBK has agreed to assist
Crowe Chizek in the transition of this important function. HBK's report on the
consolidated financial statements of the Corporation as of and for the fiscal
years ended December 31, 2002 and 2001 did not contain an adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles. During the fiscal years ended December 31,
2002 and December 31, 2001, there were no disagreements between the Company and
HBK on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved
to HBK's satisfaction would have caused HBK to make reference to the subject
matter of the disagreement in connection with its reports on the Company's
consolidated financial statements for such periods. During the fiscal years
ended
December 31, 2001 and 2002, and the subsequent interim period through March 27,
2003, there were no reportable events as defined in Item 304(a)(1)(v) of SEC
Regulation S-K.
During The Corporation's two most recent fiscal years ended December
31, 2001 and 2002, and the subsequent interim period through March 27, 2003, the
Corporation did not consult with Crowe, Chizek and Company LLP regarding any of
the matters or events set forth in Item 304(a)(2)(i) and (ii) of SEC Regulation
S-K.
Exhibit No. 16, filed herewith, sets forth the letter of HBK to the
Commission stating whether HBK agrees with the statements made by Registrant in
this report on Form 8-K and the respects, if any, in which HBK does not agree
with Corporation's statements in this Report on Form 8-K.
A copy of the Press Release announcing the Change in the Company's
Independent Public Accounting Firm and the Engagement of Crowe Chizek as the
Company's new Independent Public Accounting Firm is attached hereto as Exhibit
99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit Number Description of Exhibit
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16 Letter of Hill, Barth & King LLC regarding change in
certifying accountant.
99 Press release announcing the change in certifying
accountant.
SIGNATURE
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.
FARMERS NATIONAL BANC CORP.
Dated: March 27, 2003 By: /s/ Frank L. Paden
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Frank L. Paden, President and Secretary
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
16 Letter of Hill, Barth & King LLC regarding change in certifying
accountant.
99 Press release announcing the change in certifying accountant.