Current Report Filing (8-k)
November 13 2017 - 3:22PM
Edgar (US Regulatory)
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)
:
November 8, 2017
VILLAGE
BANK AND TRUST FINANCIAL CORP.
(Exact Name of Registrant as Specified in
Charter)
Virginia
(State or Other Jurisdiction
of Incorporation)
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0-50765
(Commission File Number)
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16-1694602
(IRS Employer
Identification No.)
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13319 Midlothian Turnpike
Midlothian, Virginia
(Address of Principal Executive Offices)
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23113
(Zip Code)
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Registrant’s Telephone Number, Including
Area Code:
(804) 897-3900
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 4.01
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Change in Registrant’s Certifying Accountant.
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(a)
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Dismissal of Independent Registered Public Accounting Firm.
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The Audit Committee of the Board of Directors
(the “Audit Committee”) of Village Bank and Trust Financial Corp. (the “Company”) recently completed a
process to determine which audit firm would serve as the company’s independent registered public accounting firm. BDO USA,
LLP (“BDO”) was invited to participate and participated in the process. BDO has served as the Company’s independent
registered public accounting firm since December 1999. On November 8, 2017 the Company, with the approval of the Audit Committee,
notified BDO that BDO was being dismissed as the Company’s independent registered public accounting firm, effective immediately
following the filing of the Form 10-K for the year ending December 31, 2017. BDO will continue to serve as the Company’s
independent registered public accounting firm until that time.
During the Company’s two most recent
fiscal years ended December 31, 2016 and December 31, 2015 and through November 8, 2017, the Company has not had any disagreement
with BDO or any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which
disagreement, if not resolved to BDO’s satisfaction, would have caused BDO to make reference to the subject matter of the
disagreement in their reports of the Company’s consolidated financial statements. In addition, during the Company’s
two most recent fiscal years ended December 31, 2016 and December 31, 2015 and through November 8, 2017 , there were no “reportable
events” as the term is defined in Item 304(a)(1)(v) of Regulation S-K. BDO’s reports on the Company’s consolidated
financial statements as of and for the fiscal years ended December 31, 2016 and December 31, 2015 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 Company provided BDO a copy of this
Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that
BDO furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in this Item 4.01(a).
A copy of BDO’s letter, dated November 13, 2017 is filed as Exhibit 16.1 to this Current Report on Form 8-K. Following the
filing of the Company’s Form 10-K for the year ending December 31, 2017, the Company intends to file an amendment to this
Form 8-K (the “Form 8-K/A”) to provide disclosure required by this Item 4.01 with respect to the period between November
8, 2017 and the filing of such Form 10-K. The Company will provide BDO with a copy of the disclosures in the Form 8-K/A and will
request that BDO furnish it with a letter addressed to the SEC stating whether it agrees with the Company’s statements in
Item 4.01 to the Form 8-K/A.
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(b)
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Engagement of New Independent Registered Public Accounting Firm.
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On November 8, 2017, the Audit Committee
engaged Yount Hyde & Barbour P.C. (“YHB”) as the Company’s independent registered public accounting firm
for the year ending December 31, 2018.
In connection with the Company’s
appointment of YHB as the Company’s independent registered public accounting firm, the Company has not consulted YHB on any
matter relating to either (i) the application of accounting principles to a specified transaction, either completed or contemplated,
or 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 YHB concluded was an important factor considered by the Company in reaching a decision
as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement”
or a “reportable event”, each as defined in Regulation S-K Item 304(a)(1)(v), respectively.
Item 9.01
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Financial Statements and Exhibits.
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The following exhibit is filed herewith:
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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VILLAGE BANK AND TRUST FINANCIAL CORP.
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(Registrant)
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Date: November 13, 2017
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By:
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/s/ C. Harril Whitehurst, Jr.
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C. Harril Whitehurst, Jr.
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Executive Vice President and CFO
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