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EX-16 - EXHIBIT 16.1 - MERCHANTS BANCSHARES INCd900607_ex16.htm

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)

March 5, 2013



Merchants Bancshares, Inc.

(Exact name of registrant as specified in its charter)



Delaware

 

0-11595

 

03-0287342

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

 

 

 

 

275 Kennedy Drive
South Burlington, Vermont

 

(802) 658-3400

 

05403

(Address of principal executive offices)

 

(Registrant’s telephone number, including area code)

 

(Zip Code)


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:


[  ]

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

Changes in Registrant’s Certifying Accountant.


As previously disclosed by Merchants Bancshares, Inc. (the “Company”) on its Current Report on Form 8-K filed February 27, 2013, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) appointed Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013. In connection with the selection of Crowe Horwath LLP, on February 21, 2013, the Company notified KPMG LLP that KPMG LLP would be dismissed as the Company’s independent registered public accounting firm upon the completion of its audit of the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2012 and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012.


This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by the Company on February 27, 2013, to confirm that, upon KPMG LLP’s issuance of its Reports of Independent Registered Public Accounting Firm, dated March 5, 2013, in connection with the Company’s filing of its Annual Report on Form 10-K, KPMG LLP completed its audit of the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2012 and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 and completed its engagement.


The audit reports of KPMG LLP on the consolidated financial statements of the Company for the years ended December 31, 2012, 2011 and 2010, did not contain an adverse opinion or disclaimer of an opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.


During the years ended December 31, 2012 and 2011, and the subsequent interim period through March 5, 2013, there were: (1) no disagreements between the Company and KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KPMG LLP would have caused them to make reference thereto in their reports on the Company’s financial statements for such years, and (2) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.


The Company has provided KPMG LLP with a copy of the disclosure in this Form 8-K and has requested that KPMG LLP furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements in this Item 4.01. A copy of the letter from KPMG LLP, dated March 7, 2013, is filed as Exhibit 16.1 to this Current Report on Form 8-K/A.


During the years ended December 31, 2012 and 2011, and the subsequent interim period through March 5, 2013, the Company did not consult Crowe Horwath LLP regarding: (1) the application of accounting principles to a specified transaction, either completed or proposed; (2) the type of audit opinion that might be rendered on the Company’s financial statements, and Crowe Horwath LLP did not provide any written report or oral advice that Crowe Horwath LLP concluded was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue; or (3) any matter that was either the subject of a disagreement or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.


Item 9.01

Exhibits.


Number

 

Description

 

 

 

16.1

 

Letter of Concurrence from KPMG LLP





SIGNATURE


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 hereunder duly authorized.


 

By:

/s/ Janet P. Spitler

 

Name:

Janet P. Spitler

 

Title:

Chief Financial Officer & Treasurer
Principal Accounting Officer


Date: March 8, 2013









EXHIBIT INDEX


Number

 

Description

 

 

 

16.1

 

Letter of Concurrence from KPMG LLP