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): April 8, 2015
PATRIOT NATIONAL BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Connecticut | 000-29599 | 06-1559137 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
900 Bedford Street, Stamford, Connecticut | 06901 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (203) 324-7500
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 Registrants Certifying Accountant. |
(a) | Dismissal of independent registered public accounting firm. |
On April 8, 2015, Patriot National Bancorp, Inc. (the Company) notified KPMG LLP (KPMG) that KPMG was dismissed as the Companys independent registered public accounting firm. The decision to change accounting firms was approved by the Audit Committee of the Board of Directors of the Company (the Audit Committee) and ratified by the Board of Directors on April 7, 2015.
During the Companys two most recent fiscal years ended December 31, 2014 and 2013 and through the date of filing of this Form 8-K, the Company has not had any disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to KPMGs satisfaction, would have caused KPMG to make reference to the subject matter of disagreement in their reports on the Companys consolidated financial statements. In addition, during such periods and through the date of filing of this Form 8-K, there were no reportable events as that term is defined in Item 304(a)(1)(v) of Regulation S-K, other than the remediated material weakness in the Companys internal controls over financial reporting that was previously reported on our Form 10-K within Item 9A for the fiscal year ended December 31, 2014. KPMGs reports on the Companys consolidated financial statements as of and for the fiscal years ended December 31, 2014 and 2013 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
The Companys management has authorized KPMG to respond fully to the inquiries of the new independent registered public accounting firm regarding all matters.
The Company provided KPMG with a copy of this Current Report on Form 8-K prior to its filing with the United States Securities and Exchange Commission (SEC) and requested that KPMG furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in Item 4.01(a). A copy of KPMGs letter, dated April 13, 2015, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) | Appointment of new independent registered public accounting firm. |
On April 8, 2015, the Company appointed BDO USA, LLP (BDO) as the Companys new independent registered public accounting firm for its first quarter ending March 31, 2015 and its fiscal year ending December 31, 2015. The appointment of BDO was approved by the Audit Committee and ratified by the Board of Directors on April 7, 2015.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit Number |
Description | |
16.1 | Letter to Securities and Exchange Commission from KPMG LLP, dated April 13, 2015 |
2
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.
PATRIOT NATIONAL BANCORP, INC. | ||
By: | /s/ Christina L. Maier | |
Christina L. Maier | ||
Executive Vice President & Chief Financial Officer |
Dated: April 13, 2015
3
Exhibit 16.1
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KPMG LLP Stamford Square 3001 Summer Street Stamford, CT 06905-4317 |
April 13, 2015
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Patriot National Bancorp, Inc. and, under the date of March 31, 2015, we reported on the consolidated financial statements of Patriot National Bancorp, Inc. as of and for the years ended December 31, 2013 and 2014. On April 8, 2015, we were dismissed. We have read Patriot National Bancorp, Inc.s statements included under Item 4.01(a) of its Form 8-K dated April 13, 2015, and we agree with such statements except that we are not in a position to agree or disagree with Patriot National Bancorp, Inc.s statement that the decision to change accounting firms was approved by the Audit Committee of the Board of Directors (the Audit Committee) and ratified by the Board of Directors.
Very truly yours,
KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (KPMG International), a Swiss entity. |
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