8-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 13, 2018
HOPFED BANCORP, INC.
(Exact name of Registrant as Specified in Charter)
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| Delaware |
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0-23667 |
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61-1322555 |
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of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
4155 Lafayette Road, Hopkinsville, Kentucky 42240
(Address of Principal Executive Offices)
(270) 885-1171
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
EXPLANATORY NOTE
This Amendment No. 1 to the Form 8-K of HopFed Bancorp, Inc. that initially was filed on March 19, 2018, is
being filed (i) to indicate in Item 4.01 that the requested letter from Carr, Riggs & Ingram, addressed to the Securities and Exchange Commission and stating whether or not it agrees with the certain statements in the initially filed
Form 8-K, is filed as Exhibit 16.1 to this Amendment No. 1; (ii) to add Item 9.01, noting the filing of the letter as Exhibit 16.1; and (iii) to include the letter as Exhibit 16.1 to this Amendment
No. 1. Except as noted above, no modifications have been made to the text of the initial filing on Form 8-K.
| Item 4.01 |
Changes in the Registrant’s Certifying Accountant |
The Audit Committee of the Board of Directors of
HopFed Bancorp, Inc. (the “Company”) conducted a competitive process to determine the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2018. The Audit Committee
invited nine qualified accounting firms to participate in the process, including Carr, Riggs & Ingram (“CRI”), the Company’s then independent registered public accounting firm. As a result of this process, on
March 13, 2018, the Audit Committee approved the engagement of HORNE LLP (“HORNE”) as the Company’s independent registered public accounting firm for the Company’s 2018 fiscal year and dismissed CRI.
During the Company’s fiscal years ended December 31, 2016 and 2017, and the subsequent interim period through the date of the filing of this Form 8-K, there were (i) no “disagreements” as that term is defined in Item 304(l)(iv) of Regulation S-K between the Company and CRI on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedures, any of which, if not resolved to CRI’s satisfaction, would have caused CRI to make reference to the subject matter of the disagreement in its report on
the Company’s consolidated financial statements for the relevant year, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The audit reports of CRI on the consolidated financial statements of the Company as of December 31, 2016 and 2017, contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
The Company has provided CRI with a
copy of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested CRI to furnish to the Company a letter addressed to the SEC stating whether it agrees
with the statements made above. A copy of CRI’s letter, dated March 19, 2018, is filed as Exhibit 16.1 to this report.
During the fiscal years
ended December 31, 2016, and December 31, 2017, and the subsequent interim period through the date of the filing of this Form 8-K, neither the Company nor anyone on its behalf has
consulted with HORNE regarding (i) the application of accounting principles to a specific transaction, either completed or proposed,(ii) the type of audit opinion that might be rendered on the Company’s financial statements, and
neither a written report nor oral advice was provided to the Company that HORNE concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (iii) any matter
that was either the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or a reportable event within the meaning of Item 304(a)(l)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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.
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HOPFED BANCORP, INC. |
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Dated: March 21, 2018 |
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By: |
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/s/ John E. Peck |
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John E. Peck |
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President and Chief Executive Officer |
