UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) August 17, 2015
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Salisbury
Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
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Connecticut
(State of other jurisdiction
of incorporation) |
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000-24751
(Commission
File Number) |
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06-1514263
(IRS Employer
Identification No.) |
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5 Bissell Street, Lakeville, Connecticut
(Address of principal executive offices) |
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06039
(Zip Code)
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Registrant’s telephone number, including area code: (860) 435-9801 |
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(Former name or former address, if changed since last report) |
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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:
☐
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))
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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 |
| (a) | Salisbury Bancorp, Inc. (the “Company”)
was notified that Shatswell, MacLeod & Company, P. C. (“Shatswell”), the Company’s independent registered
public accounting firm, combined its audit practice (the “Merger”) with Baker Newman & Noyes, P. A., LLC (“BNN”).
As a result of the Merger, effective August 17, 2015, Shatswell resigned as the Company’s independent registered public accounting
firm and BNN, as the successor to Shatswell following the Merger, was engaged as the Company’s independent registered public
accounting firm. The Company’s Audit Committee was notified of the Merger and the effective resignation of Shatswell and
approved the engagement of BNN. |
| | The reports of Shatswell on
the financial statements of the Company for the years ended December 31, 2014 and 2013 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. In
connection with its audits for the years ended December 31, 2014 and 2013 and reviews of the Company’s financial
statements through August 17, 2015, there were no disagreements with Shatswell 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 Shatswell, would have caused them to make reference thereto in their reports, and there have been no reportable
events as described in Item 304(a)(1)(v) of Regulation S-K. |
| (b) | During the years ended December 31, 2014 and
2013, and the subsequent interim period prior to the engagement of BNN, the Company did not consult with BNN regarding the application
of accounting principles to a specific completed or proposed transaction or regarding the type of audit opinion that might be rendered
by BNN on the Company’s financial statements, BNN did not provide any written or oral advice that was an important factor
considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue, and the Company
did not consult with BNN regarding any of the matters or events set forth in Item 304(a)(2)(ii) of Regulation S-K. |
| | The Company provided Shatswell
with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that
Shatswell furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with
the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated August 17,
2015, is filed as Exhibit 16.1 to this Current Report on Form 8-K and incorporated herein by reference. |
| Section 9. |
Financial Statements and
Exhibits |
| Item 9.01 |
Financial Statements and Exhibits. |
| Exhibits No. |
Description |
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| 16.1 |
Letter,
dated August 17, 2015 from Shatswell to the Securities and Exchange Commission, regarding change in certifying accountant of the
Company. |
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.
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Salisbury Bancorp, Inc. |
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| Date: August 17, 2015 |
By: |
/s/
Donald E. White |
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Donald E. White |
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Executive Vice President and Chief Financial Officer |
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