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)
|
June 3, 2022 (June 1, 2022)
|
ATLANTIC
AMERICAN CORPORATION
|
(Exact name of registrant as
specified in its charter)
|
Georgia
|
0-3722
|
58-1027114
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(IRS Employer Identification
No.)
|
4370 Peachtree Road, N.E., Atlanta,
Georgia
|
|
30319
|
(Address of
principal executive offices)
|
|
(Zip Code)
|
Registrant’s
telephone number, including area code
|
(404)
266-5500 |
N/A |
(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))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class
|
|
Trading
Symbol(s)
|
|
Name of each
exchange on which registered
|
Common Stock, par value $1.00 per
share
|
|
AAME
|
|
NASDAQ Global Market
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 4.01. |
Changes in Registrant’s Certifying
Accountant.
|
Atlantic American Corporation (the “Company”) was notified that,
effective June 1, 2022, Dixon Hughes Goodman LLP (“DHG”), the
Company’s independent registered public accounting firm, completed
its previously announced merger with BKD, LLP (“BKD”). Following
the merger, the combined firm now operates under the name FORVIS,
LLP (“FORVIS”).
The audit report of DHG on the consolidated financial statements of
the Company as of and for the years ended December 31, 2021 and
2020 did not contain an adverse opinion or a disclaimer of opinion,
and was not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the Company’s fiscal years ended December 31, 2021 and 2020
and the subsequent period through the date of this Current Report
on Form 8-K, there were (i) no disagreements (as such term is used
in Item 304(a)(1)(iv) of Regulation S-K) between the Company and
DHG on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which
disagreement(s), if not resolved to the satisfaction of DHG, would
have caused DHG to make reference to the subject matter of the
disagreement(s) in connection with its report on the Company’s
consolidated financial statements and (ii) no reportable events
within the meaning set forth in Item 304(a)(1)(v) of Regulation
S-K.
During the Company’s fiscal years ended December 31, 2021 and 2020
and the subsequent period through the date of this Current Report
on Form 8-K, neither the Company nor anyone on its behalf consulted
BKD regarding either: (i) 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 neither a written report nor oral advice
was provided to the Company that BKD 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
“reportable event” (as such terms are defined or described in Item
304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K,
respectively).
The Company has provided FORVIS, as successor to DHG, a copy of the
disclosures in this Current Report on Form 8-K, and has requested
that FORVIS furnish it with a letter addressed to the Securities
and Exchange Commission stating whether or not FORVIS agrees with
the Company’s statements herein. A copy of the letter dated June 3,
2022 furnished by FORVIS in response to such request is filed as
Exhibit 16.1 to this Current Report on Form 8-K.
Item 9.01. |
Financial Statements and
Exhibits.
|
(d) Exhibits.
Exhibit
Number
|
|
Description of
Exhibit
|
|
|
Letter from
FORVIS, LLP dated June 3, 2022.
|
104
|
|
Cover Page
Interactive Data File (embedded within the Inline XBRL
document).
|
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.
|
ATLANTIC AMERICAN CORPORATION
|
|
|
|
|
By:
|
/s/ J. Ross Franklin
|
|
|
J. Ross Franklin
|
|
|
Vice President, Chief Financial
Officer and Secretary
|
Date: June 3, 2022