Current Report Filing (8-k)
April 01 2015 - 2:00PM
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): March 30, 2015
FIRST CAPITAL BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
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Virginia |
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001-33543 |
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11-3782033 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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4222 Cox Road
Glen Allen, VA |
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23060 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (804) 273-1160
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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 Cherry Bekaert
LLP. On March 30, 2015, First Capital Bancorp, Inc. (the Company) dismissed Cherry Bekaert LLP (Cherry Bekaert) as its independent registered public accounting firm, upon the approval of the Audit Committee of the
Companys Board of Directors (the Audit Committee).
The audit report on the financial statements of the Company as of
and for the fiscal years ended December 31, 2014 and 2013 issued by Cherry Bekaert did not contain any adverse opinion or disclaimer of opinion, nor were the reports qualified or modified as to uncertainty, audit scope or accounting principles.
During the Companys fiscal years ended December 31, 2014 and 2013, and from January 1, 2015 through March 30, 2015,
(1) there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K of the Securities and Exchange Commission (the SEC) and the related instructions thereto) between the Company and Cherry Bekaert on any matter
of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Cherry Bekaert, would have caused Cherry Bekaert to make reference thereto in its
report on the Companys financial statements for such periods, and (2) there were no reportable events (as described in Item 304(a)(1)(v) of Regulation S-K of the SEC).
In accordance with Item 304(a)(3) of Regulation S-K and the related instructions thereto, the Company provided Cherry Bekaert with a copy
of the Current Report on Form 8-K before it was filed with the SEC and requested that Cherry Bekaert furnish it with a letter addressed to the SEC stating whether Cherry Bekaert agrees with the above statements. A copy of Cherry Bekaerts
letter, dated March 30, 2015, is filed as Exhibit 16.1 hereto.
(b) Engagement of BDO USA LLP. On March 30, 2015,
the Audit Committee approved the engagement of BDO USA LLP (BDO) to audit the Companys financial statements as of and for the fiscal year ending December 31, 2015.
During the Companys two most recent fiscal years ended December 31, 2014 and 2013, the Company did not consult BDO in regards to
the Companys financial statements, which were audited by Cherry Bekaert as its independent registered public accounting firm, with respect to (1) the application of accounting principles to a specified transaction, either completed or
proposed, (2) the type of audit opinion that might be rendered on the Companys financial statements or (3) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K of the SEC and the
related instructions thereto) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K of the SEC and the related instructions thereto).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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16.1 |
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Letter, dated March 30, 2015, from Cherry Bekaert LLP to the Securities and Exchange Commission |
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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FIRST CAPITAL BANCORP, INC. |
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Date: March 30, 2015 |
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By: |
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/s/ William W. Ranson |
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William W. Ranson |
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Executive Vice President and Chief Financial Officer |
Exhibit 16.1
March 30, 2015
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen,
We have read item 4.01 of Form 8-K dated
March 30, 2015 of First Capital Bancorp, Inc. (the Company), which we understand will be filed with the Securities and Exchange Commission, and agree with the statements contained therein concerning our firm. We have no basis to
agree or disagree with the statements of the Company contained therein.
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Sincerely, |
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/s/ Cherry Bekaert LLP |
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Cherry Bekaert LLP |
Richmond, Virginia |
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