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): November 18, 2005
INTERVEST BANCSHARES CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 000-23377 13-3699013
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
One Rockefeller Plaza, Suite 400 New York, New York 10020-2002
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code: (212) 218-2800
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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))
ITEM 4.01 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous Independent Accountants
(i) Eisner LLP previously served as the principal accountants for
Intervest Mortgage Corporation (the "Subsidiary"), a wholly-owned
subsidiary of Intervest Bancshares Corporation (the "Registrant")
and the Registrant's principal accountants have relied on the
report of Eisner LLP in connection with its own reports. On
November 18, 2005, the Subsidiary dismissed Eisner LLP as its
independent accountants. The Registrant's Audit Committee
participated in and approved the decision to change independent
accountants.
(ii) The reports of Eisner LLP on the consolidated financial
statements of the Subsidiary as of and for the years ended
December 31, 2004 and December 31, 2003 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting
principles.
(iii) During the two most recent fiscal years ended December 31, 2004
and 2003 and the subsequent interim period preceding November 18,
2005, there have been no disagreements with Eisner LLP on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Eisner LLP, would have
caused it to make reference to the subject matter of the
disagreement(s) in connection with its report on the consolidated
financial statements of the Subsidiary.
(iv) No "reportable events", as such term is defined in Item
304(a)(1)(v) of Regulation S-K, occurred within the two most
recent fiscal years ended December 31, 2004 and 2003 and the
subsequent interim period preceding November 18, 2005.
(v) The Registrant has provided Eisner LLP with a copy of this Report
on Form 8-K prior to its filing and has requested Eisner LLP to
furnish it with a letter addressed to the SEC stating whether it
agrees with the statements made by the Registrant herein in
response to Item 304(a) of Regulation S-K and, if not, stating
the respects in which it does not agree. A copy of this letter
will be filed as an amendment to this Report on Form 8-K when
received by the Registrant.
(b) New Independent Accountants
The Subsidiary engaged Hacker Johnson, PA, PC (the "New
Auditor"), the firm which serves as the independent accountants for
the Registrant, as its new independent accountants, effective as of
November 18, 2005. During the two most recent fiscal years ended
December 31, 2004 and 2003 and the subsequent interim period preceding
the appointment of the New Auditor, neither the Registrant (or someone
on its behalf) nor the Subsidiary has consulted the New Auditor
regarding either (i) the application of accounting principles to a
specified transaction, either completed or proposed; or the type of
audit opinion that might be rendered on the Subsidiary's financial
statements, and neither a written report nor advice was provided to
the Registrant that the New Auditor concluded was an important factor
considered by the Registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter
that was either the subject of a disagreement (as defined in
Regulation S-K, Item 304(a)(1)(v) and the related instructions to this
Item) or a "reportable event" (as defined in Regulation S-K, Item
304(a)(1)(v)).
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter from Eisner LLP regarding the change in certifying
accountants.*
*To be filed by amendment.
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.
INTERVEST BANCSHARES CORPORATION
Date: November 25, 2005 By: /s/ Jerome Dansker
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JEROME DANSKER,
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
(Principal Executive Officer)
Date: November 25, 2005 By: /s/ Lowell S. Dansker
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LOWELL S. DANSKER,
VICE CHAIRMAN, PRESIDENT AND TREASURER
(Principal Financial Officer)
INDEX TO EXHIBITS
Exhibit No. Description
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16.1 Letter from Eisner LLP regarding change in certifying
accountant.*
* To be filed by amendment.