UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 5, 2014 |
|
SEACOAST BANKING CORPORATION OF FLORIDA |
| (Exact Name of Registrant as Specified in its Charter) |
| Florida |
000-13660 |
59-2260678 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
815 Colorado Avenue, Stuart, Florida |
34994 |
| (Address of Principal Executive Offices) |
(Zip Code) |
|
Registrant’s telephone number, including area code: (772)
287-4000 |
|
|
| (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:
¨ 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 communication
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) |
Dismissal of Independent Registered Public Accounting Firm |
On
March 5, 2014, Seacoast Banking Corporation of Florida (the “Company”), informed KPMG LLP (“KPMG”) that
KPMG will be dismissed as the Company’s independent registered public accounting firm upon the completion of the audit of
the Company’s consolidated financial statements as of and for the year ended December 31, 2013, and the effectiveness of
internal control over financial reporting as of December 31, 2013, and the issuance of KPMG reports thereon. The decision to change
the Company’s independent registered public accounting firm was approved by the Company’s Audit Committee and the Board
of Directors.
The
audit reports of KPMG on the consolidated financial statements of the Company as of and for the years ended December 31, 2012 and
2011 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit
scope, or accounting principles. The audit reports of KPMG on the effectiveness of internal control over financial reporting
as of December 31, 2012 and 2011 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope, or accounting principles.
During
the two fiscal years ended December 31, 2012 and 2011 and from January 1, 2013 through March 11, 2014, (i) there
were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedures that, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference in connection
to their opinion to the subject matter of the disagreement and (ii) there were no “reportable events” as defined
in Item 304(a)(1)(v) of Regulation S-K, except that as of December 31, 2013, management concluded that there was a material
weakness in the Company’s internal control over financial reporting because the Company did not have a control designed to
provide for an effective review of the accounting for previously recorded charge-offs, a non-routine matter, related to a matured
troubled debt restructured loan. This control deficiency resulted in a misstatement to the allowance for loan losses in the Company’s
third quarter earnings press release issued on October 28, 2013, and allowed for a reasonable possibility that a material misstatement
would not have been prevented or detected on a timely basis. The Company filed a Form 8-K on November 12, 2013 updating and correcting
the prior earnings press release, and the Company’s Form 10-Q for the third quarter was filed with the corrected items on
November 14, 2013. Although the error was corrected prior to the filing of the Company’s third quarter Form 10-Q, management
did not complete its evaluation of the control deficiency until the fourth quarter of 2013.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company provided KPMG with a copy of this Current Report on Form 8-K
prior to its filing with the Securities and Exchange Commission (the “SEC”). The Company requested that KPMG furnish
a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of KPMG’s letter dated
March 11, 2014 agreeing with the statements made herein is filed as Exhibit 16.1 hereto.
| (b) |
Engagement of New Independent Registered Public Accounting Firm |
Additionally,
based on the Audit Committee’s approval, on March 5, 2014, the Company selected Crowe Horwath LLP as the Company’s
independent registered public accounting firm for the fiscal year ended December 31, 2014. The Company has not consulted
Crowe Horwath LLP regarding any material application of accounting principles to a specified transaction or the type of
audit opinion that might be rendered on the Company’s consolidated financial statements, or the effectiveness of internal
control over financial reporting relating to
the consolidated financial statements of the Company for the year ended December 31, 2013.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
| |
|
|
| Exhibit No. |
|
Description |
| |
|
|
| 16.1 |
|
Letter from KPMG LLP dated March 11, 2014 |
| |
|
|
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.
| |
SEACOAST BANKING CORPORATION OF FLORIDA |
| |
|
| |
By: |
/s/ Dennis S. Hudson,
III |
| |
|
Dennis
S. Hudson, III
Chairman and Chief Executive Officer |
Date:
March 11, 2014
