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): November 4, 2002 FNB BANCORP (Exact name of registrant as specified in its charter) California 0-49693 92-2115369 (State or other jurisdiction of (File Number) (IRS Employer Identification incorporation) No.) 975 El Camino Real 94080 South San Francisco, California (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 588-6800 This Form 8-K consists of three (3) pages. Item 4. Changes in Registrant's Certifying Accountant --------------------------------------------- On November 5, 2002, the registrant, FNB Bancorp (the "Company") announced that it had engaged KPMG LLP as the Company's independent public accountants for the 2002 fiscal year, effective as of September 30, 2002. The date of such engagement was November 4, 2002. A copy of the November 5, 2002 press release of the Company, reporting the engagement of KPMG LLP, is attached to this report as Exhibit 99.9 and is incorporated here by reference. As previously reported by the Company, the Board of Directors of the Company, on September 27, 2002, approved the recommendation of the Audit Committee of the Board of Directors to change the Company's certifying accountant. The firm of Grant Thornton LLP served the Company as independent public accountants for the 2001 fiscal year. On September 27, 2002, the Company notified Grant Thornton LLP of their dismissal and termination as independent public accountants for the Company, effective September 30, 2002. During the fiscal years ending December 31, 2001 and 2000, and the interim period between December 31, 2001, and September 30, 2002, the Company did not consult with KPMG LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits -------- 99.9 FNB Bancorp Press Release of November 5, 2002, announcing the engagement of KPMG LLP as its independent public accountants 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. FNB BANCORP (Registrant) Date: November 6, 2002. By: /s/ JAMES B. RAMSEY ------------------------------- James B. Ramsey Senior Vice President and Chief Financial Officer -2-