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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): October 12,
2016
F & M Bank Corp.
(Exact
name of registrant as specified in its charter)
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Virginia
(State
or other jurisdiction of
incorporation)
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000-13273
(Commission
File
Number)
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54-1280811
(I.R.S.
Employer Identification
No.)
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P.O. Box 1111Timberville, Virginia
(Address of
principal executive offices)
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22853
(Zip
Code)
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Registrant’s
telephone number, including area code: (540) 896-8941
Not Applicable
(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 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) Dismissal of Independent Registered Public Accounting
Firm
On
October 12, 2016, F&M Bank Corp. (the “Company”)
informed Elliott Davis Decosimo, LLC (“Elliott Davis”)
that Elliott Davis will be dismissed as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2016. Elliott Davis will complete review of the
Company’s SEC Form 10-Q for the nine months ended September
30, 2016. The decision to change the Company’s independent
registered public accounting firm was approved by the
Company’s Audit Committee.
The
audit reports of Elliott Davis on the consolidated financial
statements of the Company as of and for the years ended December
31, 2015 and 2014 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, 2015 and 2014 and from
January 1, 2016 through October 12, 2016, (i) there were no
disagreements with Elliott Davis on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedures that, if not resolved to Elliott
Davis’s satisfaction, would have caused Elliott Davis 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.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company
provided Elliott Davis 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 Elliott Davis
furnish a letter addressed to the SEC stating whether or not it
agrees with the statements made herein. A copy of Elliott
Davis’s letter dated October 14, 2016 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 October 12, 2016,
the Company selected Yount, Hyde & Barbour, P.C.
(“YHB”) as the Company’s independent registered
public accounting firm for the fiscal year ending December 31,
2016.
During
the two most recent fiscal years ended December 31, 2015 and 2014
and from January 1, 2016 through October 12, 2016, neither the
Company nor anyone on its behalf consulted YHB regarding the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that
might be rendered on the Company’s financial statements, and
no written report or oral advice was provided to the Company that
YHB concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial
reporting issue. During the two most recent fiscal years ended
December 31, 2015 and 2014 and from January 1, 2016 through October
12, 2016, neither the Company nor anyone on its behalf consulted
YHB regarding any matter that was the subject of a disagreement or
reportable event as defined in Regulation S-K, Item 304(a)(1)(iv)
and Item 304(a)(1)(v), respectively.
Item 9.01.
Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Letter from Elliott Davis Decosimo, LLC
dated October 14, 2016
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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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F
& M Bank Corp.
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Date:
October 17, 2016 |
By:
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/s/
Neil
W. Hayslett
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Neil
W. Hayslett
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Executive
Vice President and Chief
Administrative Officer |
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EXHIBIT INDEX
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Exhibit No.
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Description
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Letter from Elliott Davis Decosimo, LLC
dated October 14, 2016
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